Exhibit 4.1


 


POLYPORE INTERNATIONAL, INC.,


 


THE GUARANTORS named herein


 


and


 


THE BANK OF NEW YORK MELLON, as Trustee


 


 






 


INDENTURE


 


Dated as of November 26, 2010


 






 


7.5% Senior Notes due 2017


 






 

















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture

  	
   

  	
  Indenture

  
	
  Act Section

  	
   

  	
  Section

  
	
  310

  	
  (a)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.10

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  
	
   

  	
  (b)

  	
   

  	
  10.03

  
	
   

  	
  (c)

  	
   

  	
  10.03

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)(2)

  	
   

  	
  7.07

  
	
   

  	
  (c)

  	
   

  	
  7.06;
  7.07; 10.02

  
	
   

  	
  (vi)(d)

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
  4.03;
  4.04; 10.05

  
	
  318

  	
  (c)

  	
   

  	
  10.01

  



 






N.A.
means not applicable.


*This
Cross-Reference Table is not part of the Indenture.


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.  
  Definitions

  	
   

  	
  1

  
	
  SECTION 1.02.  
  Other Definitions

  	
   

  	
  29

  
	
  SECTION 1.03.  
  Trust Indenture Act Definitions

  	
   

  	
  30

  
	
  SECTION 1.04.  
  Rules of Construction

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 THE NOTES

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.  
  Form and Dating

  	
   

  	
  31

  
	
  SECTION 2.02.  
  Execution and Authentication

  	
   

  	
  31

  
	
  SECTION 2.03.  
  Registrar and Paying Agent

  	
   

  	
  32

  
	
  SECTION 2.04.   Paying
  Agent to Hold Money in Trust

  	
   

  	
  33

  
	
  SECTION 2.05.  
  Holder Lists

  	
   

  	
  33

  
	
  SECTION 2.06.  
  Transfer and Exchange

  	
   

  	
  33

  
	
  SECTION 2.07.  
  Replacement Notes

  	
   

  	
  35

  
	
  SECTION 2.08.  
  Outstanding Notes

  	
   

  	
  35

  
	
  SECTION 2.09.  
  Treasury Notes

  	
   

  	
  36

  
	
  SECTION 2.10.  
  Temporary Notes

  	
   

  	
  36

  
	
  SECTION 2.11.  
  Cancellation

  	
   

  	
  36

  
	
  SECTION 2.12.  
  Defaulted Interest

  	
   

  	
  36

  
	
  SECTION 2.13.  
  CUSIP or ISIN Numbers

  	
   

  	
  37

  
	
  SECTION 2.14.  
  Issuance of Additional Notes

  	
   

  	
  37

  
	
  SECTION 2.15.  
  Calculation of Amounts

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 REDEMPTION AND PREPAYMENT

  	
   

  	
  38

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.  
  Notices to Trustee

  	
   

  	
  38

  
	
  SECTION 3.02.  
  Selection of Notes to Be Redeemed

  	
   

  	
  38

  
	
  SECTION 3.03.  
  Notice of Redemption

  	
   

  	
  38

  
	
  SECTION 3.04.  
  Effect of Notice of Redemption

  	
   

  	
  39

  
	
  SECTION 3.05.  
  Deposit of Redemption Price

  	
   

  	
  40

  
	
  SECTION 3.06.  
  Notes Redeemed in Part

  	
   

  	
  40

  
	
  SECTION 3.07.  
  Optional Redemption

  	
   

  	
  40

  
	
  SECTION 3.08.  
  Mandatory Redemption; Open Market Purchases

  	
   

  	
  41

  
	
  SECTION 3.09.  
  Offer to Purchase by Application of Net Proceeds Offer Amount

  	
   

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 COVENANTS

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.  
  Payment of Notes

  	
   

  	
  43

  
	
  SECTION 4.02.  
  Maintenance of Office or Agency

  	
   

  	
  43

  
	
  SECTION 4.03.  
  Reports

  	
   

  	
  44

  



 


i

















 


	
  SECTION 4.04.  
  Compliance Certificate

  	
   

  	
  45

  
	
  SECTION 4.05.  
  [Intentionally Omitted]

  	
   

  	
  45

  
	
  SECTION 4.06.  
  Stay, Extension and Usury Laws

  	
   

  	
  46

  
	
  SECTION 4.07.  
  Restricted Payments

  	
   

  	
  46

  
	
  SECTION 4.08.  
  Dividend and Other Payment Restrictions Affecting Subsidiaries

  	
   

  	
  50

  
	
  SECTION 4.09.  
  Incurrence of Indebtedness

  	
   

  	
  51

  
	
  SECTION 4.10.   Asset
  Sales

  	
   

  	
  52

  
	
  SECTION 4.11.  
  Transactions with Affiliates

  	
   

  	
  54

  
	
  SECTION 4.12.  
  Liens

  	
   

  	
  55

  
	
  SECTION 4.13.  
  Conduct of Business

  	
   

  	
  56

  
	
  SECTION 4.14.  
  Corporate Existence

  	
   

  	
  56

  
	
  SECTION 4.15.  
  Offer to Repurchase upon Change of Control

  	
   

  	
  56

  
	
  SECTION 4.16.   Limitation
  on Preferred Stock of Restricted Subsidiaries

  	
   

  	
  57

  
	
  SECTION 4.17.  
  Future Guarantees by Domestic Subsidiaries

  	
   

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 SUCCESSORS

  	
   

  	
  58

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.  
  Merger, Consolidation, or Sale of Assets

  	
   

  	
  58

  
	
  SECTION 5.02.  
  Successor Corporation Substituted

  	
   

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 DEFAULTS AND REMEDIES

  	
   

  	
  59

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.  
  Events of Default

  	
   

  	
  59

  
	
  SECTION 6.02.  
  Acceleration

  	
   

  	
  61

  
	
  SECTION 6.03.  
  Other Remedies

  	
   

  	
  62

  
	
  SECTION 6.04.  
  Waiver of Past Defaults

  	
   

  	
  62

  
	
  SECTION 6.05.  
  Control by Majority

  	
   

  	
  62

  
	
  SECTION 6.06.  
  Limitation on Suits

  	
   

  	
  62

  
	
  SECTION 6.07.  
  Rights of Holders of Notes to Receive Payment

  	
   

  	
  63

  
	
  SECTION 6.08.  
  Collection Suit by Trustee

  	
   

  	
  63

  
	
  SECTION 6.09.  
  Trustee May File Proofs of Claim

  	
   

  	
  63

  
	
  SECTION 6.10.  
  Priorities

  	
   

  	
  64

  
	
  SECTION 6.11.  
  Undertaking for Costs

  	
   

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 TRUSTEE

  	
   

  	
  64

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.  
  Duties of Trustee

  	
   

  	
  64

  
	
  SECTION 7.02.  
  Rights of Trustee

  	
   

  	
  65

  
	
  SECTION 7.03.  
  Individual Rights of Trustee

  	
   

  	
  67

  
	
  SECTION 7.04.  
  Trustee’s Disclaimer

  	
   

  	
  67

  
	
  SECTION 7.05.  
  Notice of Defaults

  	
   

  	
  67

  
	
  SECTION 7.06.  
  Reports by Trustee to Holders of the Notes

  	
   

  	
  68

  
	
  SECTION 7.07.  
  Compensation and Indemnity

  	
   

  	
  68

  
	
  SECTION 7.08.  
  Replacement of Trustee

  	
   

  	
  69

  
	
  SECTION 7.09.  
  Successor Trustee by Merger, etc.

  	
   

  	
  70

  
	
  SECTION 7.10.  
  Eligibility; Disqualification

  	
   

  	
  70

  



 


ii

















 


	
  SECTION 7.11.  
  Preferential Collection of Claims Against Company

  	
   

  	
  70

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
  SECTION

  	
   

  	
  71

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.  
  Option to Effect Legal Defeasance or Covenant Defeasance

  	
   

  	
  71

  
	
  SECTION 8.02.  
  Legal Defeasance and Discharge

  	
   

  	
  71

  
	
  SECTION 8.03.  
  Covenant Defeasance

  	
   

  	
  71

  
	
  SECTION 8.04.  
  Conditions to Legal or Covenant Defeasance

  	
   

  	
  72

  
	
  SECTION 8.05.  
  Deposited Money and Government Obligations to Be Held in Trust; Other
  Miscellaneous Provisions

  	
   

  	
  73

  
	
  SECTION 8.06.  
  Satisfaction and Discharge

  	
   

  	
  74

  
	
  SECTION 8.07.  
  Repayment to Company

  	
   

  	
  74

  
	
  SECTION 8.08.  
  Reinstatement

  	
   

  	
  74

  
	
  SECTION 8.09.  
  Survival

  	
   

  	
  75

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  	
  75

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.  
  Without Consent of Holders of Notes

  	
   

  	
  75

  
	
  SECTION 9.02.  
  With Consent of Holders of Notes

  	
   

  	
  76

  
	
  SECTION 9.03.  
  Compliance with Trust Indenture Act

  	
   

  	
  78

  
	
  SECTION 9.04.  
  Revocation and Effect of Consents

  	
   

  	
  78

  
	
  SECTION 9.05.  
  Notation on or Exchange of Notes

  	
   

  	
  78

  
	
  SECTION 9.06.  
  Trustee to Sign Amendments, etc.

  	
   

  	
  78

  
	
  SECTION 9.07.  
  Additional Voting Terms

  	
   

  	
  78

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 MISCELLANEOUS

  	
   

  	
  79

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01.  
  Trust Indenture Act Controls

  	
   

  	
  79

  
	
  SECTION 10.02.  
  Notices

  	
   

  	
  79

  
	
  SECTION 10.03.  
  Communication by Holders of Notes with Other Holders of Notes

  	
   

  	
  80

  
	
  SECTION 10.04.  
  Certificate and Opinion as to Conditions Precedent

  	
   

  	
  80

  
	
  SECTION 10.05.  
  Statements Required in Certificate or Opinion

  	
   

  	
  81

  
	
  SECTION 10.06.  
  Rules by Trustee and Agents

  	
   

  	
  81

  
	
  SECTION 10.07.  
  Governing Law; Waiver of Jury Trial; Submission to Jurisdiction

  	
   

  	
  81

  
	
  SECTION 10.08.  
  No Adverse Interpretation of Other Agreements

  	
   

  	
  82

  
	
  SECTION 10.09.  
  Successors

  	
   

  	
  82

  
	
  SECTION 10.10.  
  Severability

  	
   

  	
  82

  
	
  SECTION 10.11.  
  Counterpart Originals

  	
   

  	
  82

  
	
  SECTION 10.12.  
  Table of Contents, Headings, etc.

  	
   

  	
  82

  
	
  SECTION 10.13.  
  No personal liability of officers, directors, employees, incorporators or
  stockholders

  	
   

  	
  83

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11 GUARANTEES

  	
   

  	
  83

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01.  
  Guarantees

  	
   

  	
  83

  
	
  SECTION 11.02.  
  Limitation on Liability

  	
   

  	
  85

  



 


iii

















 


	
  SECTION 11.03.  
  Successors and Assigns

  	
   

  	
  85

  
	
  SECTION 11.04.  
  No Waiver

  	
   

  	
  85

  
	
  SECTION 11.05.  
  Modification

  	
   

  	
  85

  
	
  SECTION 11.06.  
  Guarantors May Consolidate, etc., on Certain Terms

  	
   

  	
  86

  
	
  SECTION 11.07.  
  Release of Guarantor

  	
   

  	
  87

  
	
  SECTION 11.08.  
  Contribution

  	
   

  	
  87

  
	
  SECTION 11.09.  
  Execution of Supplemental Indenture for Future Guarantors

  	
   

  	
  87

  



 


 


APPENDIX
AND EXHIBITS


 


	
  Appendix

  	
   

  	
  -

  	
   

  	
  Rule 144A/Regulation
  S Appendix: Provisions Relating to Initial Notes, Additional Notes and
  Exchange Notes

  



 


EXHIBIT INDEX


 


	
  Exhibit A

  	
   

  	
  -

  	
   

  	
  Initial
  Note

  
	
  Exhibit B

  	
   

  	
  -

  	
   

  	
  Exchange
  Note

  
	
  Exhibit C

  	
   

  	
  -

  	
   

  	
  Form of
  Transferee Letter of Representation

  
	
  Exhibit D

  	
   

  	
  -

  	
   

  	
  Form of
  Supplemental Indenture

  



 


iv
















 


INDENTURE
dated as of November 26, 2010 among Polypore International, Inc., a
Delaware corporation (the “Company”), the Guarantors (as defined herein) and
The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).


 


Each
party agrees as follows for the benefit of the other parties and for the equal
and ratable benefit of the Holders of (a) $365,000,000 aggregate principal
amount  of 7.5% Senior Notes due 2017
(the “Initial Notes”) in the form of Exhibit A hereto, (b) any Additional
Notes (as defined herein) that may be issued after the date hereof and
(c) if and when issued as provided in the Registration Agreement (as
defined in Appendix A hereto (the “Appendix”)) or otherwise registered
under the Securities Act (as defined in the Appendix) and issued, the Company’s
7.5% Senior Notes due 2017 (the “Exchange Notes” and, together with the Initial
Notes and any Additional Notes, the “Notes”)) issued in the Registered Exchange
Offer (as defined in the Appendix) in exchange for any Initial Notes or
otherwise registered under the Securities Act and issued in the form of
Exhibit B hereto.  Subject to the
conditions and compliance with the covenants set forth herein, the Company may
issue an unlimited aggregate principal amount of Additional Notes.


 


ARTICLE 1


 


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


Definitions.


 


“Acquired
Indebtedness” means Indebtedness (i) of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary
of the Company or at the time it merges or consolidates with or into the
Company or any of its Subsidiaries or (ii) that is assumed in connection
with the acquisition of assets from such Person and in each case not incurred
by such Person in connection with, or in anticipation or contemplation of, such
Person becoming a Restricted Subsidiary of the Company or such acquisition,
merger or consolidation.  Acquired
Indebtedness shall be deemed to have been incurred, with respect to clause (i) of
the preceding sentence, on the date such Person becomes a Restricted Subsidiary
and, with respect to clause (ii) of the preceding sentence, on the date of
consummation of such acquisition of assets.


 


“Additional
Interest” means all additional interest then owing pursuant to Section 2
of the Registration Rights Agreement.


 


“Additional
Notes” means, subject to the Company’s compliance with Section 4.03, 7.5%
Senior Notes due 2017 issued from time to time after the Issue Date under the
terms of this Indenture (other than pursuant to Section 2.06, 2.07, 2.09
or 3.06 of this Indenture and other than Exchange Notes issued pursuant to an
exchange offer for other Notes outstanding under this Indenture).


 


“Affiliate”
means, with respect to any specified Person, any other Person who directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with, such specified Person. The term “control” means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise; and the 


 

















 


terms
“controlling” and “controlled” have meanings correlative of the foregoing.
Notwithstanding the foregoing, no Person (other than the Company or any
Subsidiary of the Company) in whom a Securitization Entity makes an Investment
in connection with a Qualified Securitization Transaction shall be deemed to be
an Affiliate of the Company or any of its Subsidiaries solely by reason of such
Investment.


 


“Applicable
Premium” means, with respect to any Note on any applicable redemption date, the
greater of:


 


(1)           1% of the then outstanding
principal amount of the Note; and


 


(2)           the excess of:


 


(a)                                  the present value at such
redemption date of (i) the redemption price of the Note, as applicable, at
November 15, 2013 such redemption price being set forth in the table
appearing herein under Section 3.07) plus (ii) all required interest
payments due on the Note, as applicable, through November 15, 2013 (excluding
accrued but unpaid interest), computed using a discount rate equal to the
Treasury Rate as of such redemption date plus 50 basis points; over


 


(b)                                 the then outstanding
principal amount of the Note.


 


“Asset
Acquisition” means (a) an Investment by the Company or any Restricted
Subsidiary of the Company in any other Person pursuant to which such Person
shall become a Restricted Subsidiary of the Company, or shall be merged with or
into the Company or any Restricted Subsidiary of the Company, or (b) the acquisition
by the Company or any Restricted Subsidiary of the Company of the assets of any
Person (other than a Restricted Subsidiary of the Company) other than in the
ordinary course of business.


 


“Asset
Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease
(other than operating leases entered into in the ordinary course of business),
assignment, disposition or other transfer for value by the Company or any of
its Restricted Subsidiaries (including, without limitation, any Sale and
Leaseback Transaction) to any Person other than the Company or a Restricted
Subsidiary of the Company of:  (a) any
Capital Stock of any Restricted Subsidiary of the Company, or (b) any
other property or assets of the Company or any Restricted Subsidiary of the
Company other than in the ordinary course of business; provided, however, that Asset Sales or other
dispositions shall not include:


 


(i)            a transaction or series of related transactions for which the Company or
its Restricted Subsidiaries receive aggregate consideration of less than $2.5
million;


 


(ii)           the sale, lease, conveyance, disposition or other transfer of all or
substantially all of the assets of the Company as permitted by Section 5.01
hereof or any disposition that constitutes a Change of Control;


 


2

















 


(iii)          the sale or discount, in each case without recourse, of accounts
receivable arising in the ordinary course of business, but only in connection
with the compromise or collection thereof;


 


(iv)          disposals or replacements of obsolete or worn-out equipment in the
ordinary course of business of the Company and its Restricted Subsidiaries;


 


(v)           the sale, lease, conveyance, disposition or other transfer by the Company
or any Restricted Subsidiary of assets or property to one or more Restricted
Subsidiaries in connection with Investments permitted by Section 4.07
hereof or pursuant to any Permitted Investment;


 


(vi)          sales of accounts receivable, equipment and related assets (including
contract rights) of the type specified in the definition of “Qualified
Securitization Transaction” to a Securitization Entity for the fair market
value thereof, including cash in an amount at least equal to 75% of the fair
market value thereof as determined in accordance with GAAP (for the purposes of
this clause (vi), Purchase Money Notes shall be deemed to be cash);


 


(vii)         dispositions
of cash or Cash Equivalents;


 


(viii)        the
creation of a Lien permitted to be incurred hereunder (but not the sale or
other disposition of the property subject to such Lien);


 


(ix)           a disposition of inventory in the ordinary course of business;


 


(x)            a Restricted Payment or Permitted Investment that is otherwise permitted
by this Indenture;


 


(xi)           the licensing or sublicensing of intellectual property or other general
intangibles and licenses, leases or subleases of other property;


 


(xii)          foreclosure on assets; and


 


(xiii)         any
transaction that would otherwise constitute an Asset Sale hereunder that is
required by law or regulatory authority in connection with any proceeding
arising out of a complaint filed by the Federal Trade Commission against the
Company or its subsidiaries prior to the date hereof; provided that the Company
will not, directly or indirectly, declare or pay any dividend or make any
distribution on or in respect of the aggregate net cash proceeds (including the
fair market value of property, other than cash, that would constitute
Marketable Securities or a Permitted Business) received by the Company in
connection with such transaction.


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.


 


“Board
of Directors” means, as to any Person, the board of directors (or comparable
body) of such Person or any duly authorized committee thereof.


 


3

















 


“Board
Resolution” means, with respect to any Person, a copy of a resolution certified
by the Secretary or an Assistant Secretary of such Person to have been duly
adopted by the Board of Directors of such Person and to be in full force and
effect on the date of such certification, and delivered to the Trustee.


 


“Business
Day” means any day other than a Legal Holiday.


 


“Capital
Stock” means (i) with respect to any Person that is a corporation, any and
all shares, interests, participations or other equivalents (however designated
and whether or not voting) of corporate stock, including each class of Common
Stock and Preferred Stock, of such Person and (ii) with respect to any
Person that is not a corporation, any and all partnership or other equity
interests of such Person.


 


“Capitalized
Lease Obligations” means, as to any Person, the obligations of such Person
under a lease that are required to be classified and accounted for as capital
lease obligations under GAAP and, for purposes of this definition, the amount
of such obligations at any date shall be the capitalized amount of such
obligations at such date, determined in accordance with GAAP.


 


“Cash
Equivalents” means: (i) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States of
America, in each case maturing within one year from the date of acquisition
thereof; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having one of the three
highest ratings obtainable from either S&P or Moody’s; (iii) commercial
paper maturing no more than one year from the date of creation thereof and, at
the time of acquisition, having a rating of at least A-1 from S&P or at
least P-1 from Moody’s or carrying an equivalent rating by a nationally
recognized rating agency, if both of the two named rating agencies cease
publishing ratings of investments; (iv) certificates of deposit, time
deposits, eurodollar time deposits, overnight bank deposits or bankers’
acceptances maturing within one year from the date of acquisition thereof
issued by any bank organized under the laws of the United States of America or
any state thereof or the District of Columbia or any U.S. branch of a foreign
bank or by a bank organized under the laws of any foreign country recognized by
the United States of America the long-term debt of which is rated at least “A”
or the equivalent thereof by S&P, or “A” or the equivalent thereof by Moody’s,
in each case having at the date of acquisition thereof combined capital and
surplus of not less than $500.0 million (or the foreign currency equivalent
thereof); (v) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clause (i) above
entered into with any bank meeting the qualifications specified in clause (iv) above;
(vi) investments in any investment company or money market funds which
invest substantially all their assets in securities of the types described in
clauses (i) through (v) above; and (vii) other short term
investments used by Foreign Subsidiaries in accordance with normal investment
practices for cash management in investments of a type analogous to the
foregoing.


 


“Change
of Control” means the occurrence of one or more of the following events:


 


4

















 


(i)            any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of
the Company to any Person or group of related Persons for purposes of Section 13(d) of
the Exchange Act (a “Group”), other than to the Permitted Holders or their
Related Parties or any Permitted Group;


 


(ii)           the approval by the holders of Capital Stock of the Company of any plan
or proposal for the liquidation or dissolution of the Company (whether or not
otherwise in compliance with the provisions of this Indenture); or


 


(iii)          any Person or Group (other than the Permitted Holders or their Related
Parties or any Permitted Group) shall become the beneficial owner, directly or
indirectly, of shares representing more than 40% of the total ordinary voting
power represented by the issued and outstanding Capital Stock of the Company at
a time when the Permitted Holders and their Related Parties in the aggregate
own a lesser percentage of the total ordinary voting power represented by such
issued and outstanding Capital Stock.


 


“Common
Stock” of any Person means any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting
or non-voting) of such Person’s common stock, whether outstanding on the Issue
Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.


 


“Company”
means the party named as such in this Indenture until a successor replaces it
and, thereafter, means the successor and, for purposes of any provision
contained herein and required by the TIA, each other obligor on the indenture
securities.


 


“Consolidated
EBITDA” means, with respect to any Person, for any period, the sum (without
duplication) of such Person’s: (i) Consolidated Net Income; and (ii) to
the extent Consolidated Net Income has been reduced thereby:  (A) all income taxes and foreign
withholding taxes of such Person and its Restricted Subsidiaries paid or
accrued in accordance with GAAP for such period; (B) Consolidated Interest
Expense; (C) Consolidated Non-cash Charges less any non-cash items
increasing Consolidated Net Income for such period (other than normal accruals
in the ordinary course of business), all as determined on a consolidated basis
for such Person and its Restricted Subsidiaries in accordance with GAAP; (D) facilities
relocation costs, restructuring costs and acquisition integration costs and, in
each case, related fees, including cash severance payments made in connection
with acquisitions; and (E) any expenses or charges (other than
depreciation or amortization expense) related to any Equity Offering, Permitted
Investment, acquisition, disposition, recapitalization or the incurrence of
Indebtedness permitted to be incurred by this Indenture (including a
Refinancing thereof) (whether or not successful), including such fees, expenses
or charges relating to the offering of the Notes.


 


Notwithstanding
the preceding sentence: (x) amounts under clauses (ii)(A)-(D) relating
to a Restricted Subsidiary of a Person will be added to Consolidated Net Income
to compute Consolidated EBITDA of such Person only if (and in the same proportions)
that net income (loss) of such Restricted Subsidiary was included in
calculating Consolidated Net Income of such Person; and (y) to the extent
the amounts set forth in clauses (ii)(A)-(D) are in excess of those
necessary to offset a net loss of such Restricted Subsidiary, such excess will
be added to 


 


5

















 


Consolidated
Net Income to compute Consolidated EBITDA only if (and in the same proportion
that) net income of such Restricted Subsidiary would be included in calculating
Consolidated Net Income of such Person if such Restricted Subsidiary had
generated net income instead of net loss.


 


“Consolidated
Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of
Consolidated EBITDA of such Person during the 
Four-Quarter Period to Consolidated Fixed Charges of such Person for the
Four-Quarter Period. In addition to and without limitation of the foregoing,
for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed
Charges” shall be calculated after giving effect on a pro forma basis for the
period of such calculation to: (i) the incurrence or repayment of any
Indebtedness or the issuance of any Designated Preferred Stock of such Person
or any of its Restricted Subsidiaries (and the application of the proceeds
thereof) giving rise to the need to make such calculation and any incurrence or
repayment of other Indebtedness or the issuance or redemption of other
Preferred Stock (and the application of the proceeds thereof), other than the
incurrence or repayment of Indebtedness in the ordinary course of business for
working capital purposes pursuant to revolving credit facilities, occurring
during the Four-Quarter Period or at any time subsequent to the last day of the
Four-Quarter Period and on or prior to the Transaction Date, as if such
incurrence or repayment or issuance or redemption, as the case may be (and the
application of the proceeds thereof), had occurred on the first day of the
Four-Quarter Period; and (ii) any Asset Sales or other dispositions or
Asset Acquisitions (including, without limitation, any Asset Acquisition giving
rise to the need to make such calculation as a result of such Person or one of
its Restricted Subsidiaries (including any Person who becomes a Restricted
Subsidiary as a result of the Asset Acquisition) incurring, assuming or
otherwise being liable for Acquired Indebtedness and also including any
Consolidated EBITDA attributable to the assets which are the subject of the
Asset Acquisition or Asset Sale or other disposition and without regard to
clause (iv) of the definition of Consolidated Net Income) occurring during
the Four-Quarter Period or at any time subsequent to the last day of the Four
Quarter Period and on or prior to the Transaction Date, as if such Asset Sale
or other disposition or Asset Acquisition (including the incurrence or
assumption of any such Acquired Indebtedness) occurred on the first day of the
Four-Quarter Period.  If such Person or any
of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness
of a third Person, the preceding sentence shall give effect to the incurrence
of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary
of such Person had directly incurred or otherwise assumed such other
Indebtedness that was so guaranteed.


 


Furthermore,
in calculating “Consolidated Fixed Charges” for purposes of determining the
denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage
Ratio”:  (i) interest on outstanding
Indebtedness determined on a fluctuating basis as of the Transaction Date and
which will continue to be so determined thereafter shall be deemed to have
accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness in effect on the Transaction Date; (ii) notwithstanding
clause (i) of this paragraph, interest on Indebtedness determined on a
fluctuating basis, to the extent such interest is covered by agreements
relating to Interest Swap Obligations, shall be deemed to accrue at the rate
per annum resulting after giving effect to the operation of such agreements; (iii) interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by a responsible financial or accounting officer of the
Company to be the rate of interest implicit in such Capitalized Lease 


 


6

















 


Obligation
in accordance with GAAP; (iv) for purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period; and (v) interest
on Indebtedness that may optionally be determined at an interest rate based upon
a factor of a prime or similar rate, a eurocurrency interbank offered rate, or
other rate, shall be deemed to have been based upon the rate actually chosen,
or, if none, then based upon such optional rate chosen as the Company may
designate.


 


For
purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and
the amount of Consolidated Interest Expense associated with any Indebtedness
incurred in connection therewith, the pro forma calculations shall be
determined in good faith by a responsible financial or accounting officer of
the Company (including pro forma expense and cost reductions). In addition, any
such pro forma calculation, to reflect operating expense reductions reasonably
expected to result from any acquisition or merger, may include adjustments as
appropriate, in the reasonable determination of the Company as set forth in an
Officers’ Certificate, that either (a) would be permitted pursuant to Rule 11-02
of Regulation S-X of the Securities Act or (b) have been realized or for
which substantially all the steps necessary for realization have been taken or
at the time of determination are reasonably expected to be taken within 12
months following any such acquisition, including, but not limited to, the
execution or termination of any contracts, the termination of any personnel or
the closing of any facility, as applicable, provided
that such adjustments shall be calculated on an annualized basis and will be set
forth in an Officers’ Certificate signed by the Company’s chief financial
officer and another officer which states in detail (i) the amount of such
adjustment or adjustments, and (ii) that such adjustment or adjustments
are based on the reasonable good faith beliefs of the officers executing such
Officers’ Certificate at the time of such execution.


 


“Consolidated
Fixed Charges” means, with respect to any Person for any period, the sum of,
without duplication:  (i) Consolidated
Interest Expense; plus (ii) the product of (x) the amount of all cash
dividend payments on any series of Disqualified Capital Stock of such Person
times (y) a fraction, the numerator of which is one and the denominator of
which is one minus the then current effective consolidated Federal, state and
local income tax rate of such Person, expressed as a decimal (as estimated in
good faith by the chief financial officer of the Company, which estimate shall
be conclusive); plus (iii) the product of (x) the amount of all
dividend payments on any series of Preferred Stock of a Restricted Subsidiary
times (y) a fraction, the numerator of which is one and the denominator of
which is one minus the then current effective consolidated Federal, state and
local income tax rate of such Person, expressed as a decimal (as estimated in
good faith by the chief financial officer of the Company, which estimate shall
be conclusive); provided
that with respect to any series of Preferred Stock that did not pay cash
dividends during such period but that is eligible to pay cash dividends during
any period prior to the maturity date of the Notes, cash dividends shall be
deemed to have been paid with respect to such series of Preferred Stock during
such period for purposes of this clause (iii).


 


“Consolidated
Interest Expense” means, with respect to any Person for any period, the sum of,
without duplication: (i) the aggregate of all cash and non-cash interest
expense with respect to all outstanding Indebtedness of such Person and its
Restricted Subsidiaries, including the net costs associated with Interest Swap
Obligations and Obligations under Hedging 


 


7

















 


Agreements
and Currency Agreements, for such period determined on a consolidated basis in
conformity with GAAP, but excluding amortization or write-off of debt issuance
costs and bridge, commitment and other financing fees; (ii) the
consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period; (iii) the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or
accrued by such Person and its Restricted Subsidiaries during such period as
determined on a consolidated basis in accordance with GAAP; (iv) commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing; and (v) interest actually paid by the
Company or any such Restricted Subsidiary under any guarantee of Indebtedness
or other obligation of any other Person.


 


“Consolidated
Leverage Ratio” with respect to any Person on any date of determination means,
the ratio of (a) the excess of (i) consolidated Indebtedness of such
Person as of the end of the most recent fiscal quarter for which internal
financial statements are available over (ii) an amount equal to the lesser
of (x) the amount of cash and Marketable Securities held by such Person
and its consolidated Subsidiaries as of the end of the most recent fiscal
quarter for which internal financial statements are available that are free and
clear of any Lien (other than Permitted Liens) and (y) $50,000,000 to (b) the
aggregate amount of Consolidated EBITDA of such person for the period of the
most recent four consecutive quarters for which internal financial statements
are available, in each case with such pro forma adjustments to consolidated
Indebtedness as are appropriate and consistent with the pro forma provisions
set forth in the definition of Consolidated Fixed Charge Coverage Ratio.


 


“Consolidated
Net Income” means, for any period, the aggregate net income (or loss) of the
Company and its Restricted Subsidiaries for such period on a consolidated
basis, determined in accordance with GAAP and without any deduction in respect
of Preferred Stock dividends; provided
that there shall be excluded therefrom to the extent otherwise included,
without duplication:  (i) gains and
losses from Asset Sales (without regard to the $2.5 million limitation set
forth in the definition thereof) and the related tax effects according to GAAP;
(ii) gains and losses due solely to fluctuations in currency values and
the related tax effects according to GAAP; (iii) all extraordinary,
unusual or non-recurring charges, gains and losses (including, without
limitation, all restructuring costs, acquisition integration costs and fees,
including cash severance payments made in connection with acquisitions, and any
expense or charge related to the repurchase of Capital Stock or warrants or
options to purchase Capital Stock), and the related tax effects according to
GAAP; (iv) the net income (or loss) of any Person acquired in a pooling of
interests transaction accrued prior to the date it becomes a Restricted
Subsidiary of the Company or is merged or consolidated with or into the Company
or any Restricted Subsidiary of the Company; (v) the net income (but not
loss) of any Restricted Subsidiary of the Company (other than, for purposes of Section 4.09
hereof, any Guarantor) to the extent that the declaration of dividends or
similar distributions by that Restricted Subsidiary of the Company of that
income is prohibited by contract, operation of law or otherwise; provided,
however, that a Foreign Subsidiary may agree to restrict its ability to declare
dividends or similar distributions without excluding the net income of such
Foreign Subsidiary from Consolidated Net Income if (a) the agreement that
restricts such ability relates to Permitted Indebtedness described in clause (xv) of
that definition, (b) the proceeds thereof are used, directly or indirectly
through intercompany transfers, to permanently repay Senior Debt or the Notes
of the Company, and (c) the net income of such Foreign Subsidiary,
together with the net income of each other Foreign Subsidiary 


 


8

















 


subject
to a similar restriction, does not exceed 10% of Consolidated Net Income; (vi) the
net loss of any Person, other than a Restricted Subsidiary of the Company; (vii) the
net income of any Person, other than a Restricted Subsidiary of the Company, except
to the extent of cash dividends or distributions paid to the Company or a
Restricted Subsidiary of the Company by such Person; (viii) in the case of
a successor to the referent Person by consolidation or merger or as a
transferee of the referent Person’s assets, any earnings of the successor
corporation prior to such consolidation, merger or transfer of assets; (ix) any
non-cash compensation charges and deferred compensation charges, including any
arising from existing stock options resulting from any merger or
recapitalization transaction; provided,
however, that Consolidated Net Income for any period shall be
reduced by any cash payments made during such period by such Person in
connection with any such deferred compensation, whether or not such reduction
is in accordance with GAAP; (x) inventory purchase accounting  adjustments and amortization and impairment
charges resulting from other purchase accounting adjustments with respect to
acquisition transactions and; (xi) unrealized gains and losses due solely
to fluctuations in currency values and related tax effects according to GAAP.


 


“Consolidated
Non-cash Charges” means, with respect to any Person, for any period, the
aggregate depreciation, amortization and other non-cash charges, impairment and
expenses of such Person and its Restricted Subsidiaries reducing Consolidated
Net Income of such Person and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP (excluding any such
charges that require an accrual of or a reserve for cash payments for any
future period other than accruals or reserves associated with mandatory
repurchases of equity securities). For clarification purposes, purchase
accounting adjustments with respect to inventory will be included in
Consolidated Non-cash Charges.


 


“Consolidated
Secured Leverage Ratio” with respect to any Person as of any date of
determination means, the ratio of (x) consolidated Secured Debt of such
Person as of the end of the Four-Quarter Period to (y) the aggregate
amount of the Consolidated EBITDA of such Person for the Four-Quarter Period,
in each case with such pro forma adjustments to consolidated Secured Debt and
Consolidated EBITDA as are appropriate and consistent with the pro forma
provisions set forth in the definition of Consolidated Fixed Charge Coverage
Ratio.


 


“Corporate
Trust Office of the Trustee” means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of the execution of this instrument is located at the
address specified in Section 10.02 hereof, or such other address as the
Trustee may designate from time to time by notice to the Company, or the
principal corporate trust office of any successor Trustee (or such other
address as such successor Trustee may designate from time to time by notice to
the Company).


 


“Credit
Facilities” means one or more credit agreements (including, without limitation,
the Credit Facility), loan agreements, indentures, commercial paper facilities
or similar facilities, secured or unsecured, providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to the lenders thereto or to special purpose entities formed to
borrow from such lenders against such receivables) and/or letters of credit or
banker’s acceptances, or any debt securities entered into from time to time by
the Company and/or its Restricted Subsidiaries, and including any related
notes, guarantees, collateral documents, 


 


9

















 


instruments
and agreements executed in connection therewith, as the same may be amended,
supplemented, modified, restated, refinanced or replaced from time to time.


 


“Credit
Facility” means the Amended and Restated Credit Agreement, dated as of July 3,
2007, among PP Holding Corporation, Polypore, Inc. (the predecessor to the
Company), Daramic Holding S.A.S., JPMorgan Chase Bank, N.A., as Administrative
Agent, and the other agents and lenders named therein, together with the
related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented, modified,
restated, replaced or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings
thereunder or adding Restricted Subsidiaries of the Company as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness
under such agreement or any successor or replacement agreement and whether by
the same or any other agent, lender or group of lenders.


 


“Currency
Agreement” means any foreign exchange contract, currency swap agreement,
futures contract, option contract or other similar agreement or arrangement
designed to protect the Company or any Restricted Subsidiary of the Company
against fluctuations in currency values.


 


“Default”
means an event or condition the occurrence of which is, or with the lapse of
time or the giving of notice or both, pursuant to the Default provisions, would
be, an Event of Default.


 


“Designated
Noncash Consideration” means the fair market value of any noncash consideration
received by the Company or one of its Restricted Subsidiaries in connection
with an Asset Sale that is designated as Designated Noncash Consideration
pursuant to an Officers’ Certificate executed by the principal executive
officer and the principal financial officer of the Company or such Restricted
Subsidiary at the time of such Asset Sale. 
Any particular item of Designated Noncash Consideration will cease to be
considered to be outstanding once it has been sold for cash or Cash
Equivalents. At the time of receipt of any Designated Noncash Consideration,
the Company shall deliver an Officers’ Certificate to the Trustee which shall
state the fair market value of such Designated Noncash Consideration and shall
state the basis of such valuation, which shall be a report of a nationally
recognized investment banking, appraisal or accounting firm with respect to the
receipt in one or a series of related transactions of Designated Noncash
Consideration with a fair market value in excess of $10.0 million.


 


“Designated
Preferred Stock” means Preferred Stock that is so designated as Designated
Preferred Stock, pursuant to an Officers’ Certificate executed by the principal
executive officer and the principal financial officer of the Company, on the
issuance date thereof, the cash proceeds of which are excluded from the
calculation set forth in clause (iii)(w) of the first paragraph of Section 4.07
hereof.


 


“Disqualified
Capital Stock” means with respect to any Person, any Capital Stock which by its
terms (or by the terms of any security into which it is convertible or for
which it is exchangeable at the option of the holder) or upon the happening of
any event: (i) matures or is 


 


10

















 


mandatorily
redeemable (other than redeemable only for Capital Stock of such Person which
is not itself Disqualified Stock) pursuant to a sinking fund obligation or
otherwise; (ii) is convertible or exchangeable at the option of the holder
for Indebtedness or Disqualified Capital Stock (excluding Capital Stock which
is convertible or exchangeable solely at the option of the Company or a
Restricted Subsidiary); or (iii) is mandatorily redeemable or must be
purchased upon the occurrence of certain events or otherwise, in whole or in
part; in each case on or prior to (a) the final maturity date of the Notes
or (b) the date on which there are no Notes outstanding; provided, however, that any
Capital Stock that would not constitute Disqualified Capital Stock but for
provisions thereof giving holders thereof the right to require such Person to
purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or
“change of control” occurring prior to the final maturity date of the Notes
shall not constitute Disqualified Capital Stock if:  (A) the “asset sale” or “change of
control” provisions applicable to such Capital Stock are not more favorable to
the holders of such Capital Stock than the terms applicable to the Notes and
described in Sections 4.10 and 4.15 hereof, respectively; and (B) any such
requirement only becomes operative after compliance with such terms applicable
to the Notes, including the purchase of any Notes tendered pursuant thereto.
The amount of any Disqualified Capital Stock that does not have a fixed
redemption, repayment or repurchase price will be calculated in accordance with
the terms of such Disqualified Capital Stock as if such Disqualified Capital
Stock were redeemed, repaid or repurchased on any date on which the amount of such
Disqualified Stock is to be determined pursuant to this Indenture; provided, however, that if such
Disqualified Capital Stock could not be required to be redeemed, repaid or
repurchased at the time of such determination, the redemption, repayment or repurchase
price will be the book value of such Disqualified Capital Stock as reflected in
the most recent internal financial statements of such Person.


 


“Domestic
Subsidiary” means any direct or indirect Restricted Subsidiary of the Company
that is incorporated under the laws of the United States of America, any State
thereof or the District of Columbia.


 


“Equity
Interests” means Capital Stock and all warrants, options or other rights to
acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).


 


“Equity
Offering” means any offering of Qualified Capital Stock of the Company; provided  that in the event such equity
offering is not in the form of a public offering registered under the
Securities Act, the proceeds received by the Company directly or indirectly
from such offering are not less than $10.0 million.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute or statutes thereto.


 


“Exchange
Notes” has the meaning set forth in the preamble hereto.


 


“Excluded
Contributions” means net cash proceeds, or property other than cash that would
constitute Marketable Securities or Permitted Business, in each case received
by the Company and its Restricted Subsidiaries from:


 


11
















 


(i)            contributions
to its common equity capital; and


 


(ii)           the sale (other
than to a Subsidiary or to any management equity plan or stock option plan or
any other management or employee benefit plan or agreement of the Company or
any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated
Preferred Stock),


 


in
each case designated as Excluded Contributions pursuant to an Officers’
Certificate on the date such capital contributions are made or the date such
Equity Interests are sold, as the case may be, which are excluded from the
calculation set forth in clause (4)(iii) of Section 4.07 hereof.


 


“fair
market value” means, with respect to any asset or property, the price which
could be negotiated in an arm’s-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair market value
shall be determined by the Board of Directors of the Company acting in good
faith, which determination shall be conclusive.


 


“Foreign
Subsidiary” means any Subsidiary of the Company that is not a Domestic
Subsidiary.


 


“Four-Quarter
Period” shall mean the four full fiscal quarters for which financial statements
are available ending on or immediately prior to the Transaction Date.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession of the
United States of America, as in effect as of the Issue Date.  All ratios and computations based on GAAP
contained in this Indenture will be computed in conformity with GAAP, except as
expressly provided in this Indenture.


 


“Government
Obligations” means securities that are:


 


(i) direct obligations of the United States of America for the
timely payment of which its full faith and credit is pledged, or


 


(ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the
timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America,


 


which,
in each case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with
respect to any such Government Obligations or a specific payment of principal
or interest on any such Government Obligations held by such custodian for the
account of the holder of such depository receipt; provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder
of such 


 


12

















 


depository
receipt from any amount received by the custodian in respect of the Government
Obligations or the specific payment of principal or interest on the Government
Obligations evidenced by such depository receipt.


 


“Group”
has the meaning specified in the definition of Change of Control.


 


“Guarantee”
means


 


(i) the guarantee of the Notes by the Domestic Subsidiaries of the
Company in accordance with the terms of this Indenture; and


 


(ii) the guarantee of the Notes by any Subsidiary required under
the terms of Section 4.17 hereof.


 


“Guarantor”
means any Subsidiary that issues a Guarantee; provided, however, that upon the
release and discharge of such Subsidiary from its Guarantee in accordance with Section 11.07
hereof, such Subsidiary shall cease to be a Guarantor.


 


“Hedging
Agreement” means any agreement with respect to the hedging of price risk
associated with the purchase of commodities used in the business of the Company
and its Restricted Subsidiaries, so long as any such agreement has been entered
into in the ordinary course of business and for bona fide hedging purposes (as determined in good faith by
the Board of Directors or senior management of the Company).


 


“Holder”
means a Person in whose name a Note is registered.


 


“Indebtedness”
means with respect to any Person, without duplication: (i) all Obligations
of such Person for borrowed money; (ii) all Obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments; (iii) all
Capitalized Lease Obligations of such Person; (iv) all Obligations of such
Person issued or assumed as the deferred and unpaid purchase price of property,
all conditional sale obligations and all Obligations under any title retention
agreement (but excluding trade accounts payable and other accrued liabilities
arising in the ordinary course of business); (v) all Obligations for the
reimbursement of any obligor on any letter of credit, banker’s acceptance or
similar credit transaction (including reimbursement obligations with respect
thereto except to the extent such reimbursement obligation relates to a trade
payable and such obligation is satisfied within 30 days of incurrence); (vi) guarantees
and other contingent obligations in respect of Indebtedness of other Persons
referred to in clauses (i) through (v) above and clause (viii) below;
(vii) all Obligations of any other Person of the type referred to in
clauses (i) through (vi) which are secured by any Lien on any
property or asset of such Person whether or not such Indebtedness is assumed by
such Person, the amount of such Obligation being deemed to be the lesser of the
fair market value of such property or asset at such date of determination and
the amount of the Obligation so secured; (viii) all Obligations under
Currency Agreements and Interest Swap Obligations of such Person (the amount of
any such obligations to be equal at any time to the termination value, as
determined in good faith by the Company’s Board of Directors, which
determination will be conclusive, of such agreement or arrangement giving rise
to such obligation that would be payable by such Person at such time); and (ix) all
Disqualified Capital Stock issued by such Person with the amount of


 


13

















 


Indebtedness
represented by such Disqualified Capital Stock being equal to the greater of
its voluntary or involuntary liquidation preference and its maximum fixed
repurchase price or, with respect to any Subsidiary that is not a Guarantor,
any Preferred Stock (but excluding, in each case, accrued dividends, if any).


 


Notwithstanding
the foregoing, in connection with the purchase by the Company or any Restricted
Subsidiary of any business, the term “Indebtedness” will exclude post-closing
payment adjustments to which the seller may become entitled to the extent such
payment is determined by a final closing balance sheet or such payment depends
on the performance of such business after the closing; provided, however, that, at the
time of closing, the amount of any such payment is not determinable and, to the
extent such payment thereafter becomes fixed and determined, the amount is paid
within 60 days thereafter.  For
clarification purposes, the liability of the Company or any Restricted
Subsidiary to make periodic payments to licensors in consideration for the
license of patents and technical information under license agreements in
existence on the Issue Date and any amount payable in respect of a settlement
of disputes with respect to such payments thereunder shall not constitute
Indebtedness.


 


For
purposes hereof, the “maximum fixed repurchase price” of any Disqualified
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Disqualified Capital Stock as if such
Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such
price is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall be determined reasonably and in
good faith by the Board of Directors of the issuer of such Disqualified Capital
Stock. For the purposes of calculating the amount of Indebtedness of a
Securitization Entity outstanding as of any date, the face or notional amount
of any interest in receivables or equipment that is outstanding as of such date
shall be deemed to be Indebtedness but any such interests held by Affiliates of
such Securitization Entity shall be excluded for purposes of such calculation.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Initial
Notes” has the meaning set forth in the preamble hereto.


 


“Initial
Purchasers” means J.P. Morgan Securities LLC, Goldman Sachs & Co. and
UBS Securities LLC.


 


“Intellectual
Property” means, collectively, the patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark
registrations, copyrights, licenses and know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures).


 


“Interest
Swap Obligations” means the obligations of any Person pursuant to any
arrangement with any other Person, whereby directly or indirectly, such Person
is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount in exchange for periodic payments made by such other Person calculated
by applying a fixed or a floating rate of interest on the same notional 


 


14

















 


amount
and shall include, without limitation, interest rate swaps, caps, floors,
collars and similar agreements.


 


“Investment”
means, with respect to any Person, any direct or indirect advance, loan or
other extension of credit (including, without limitation, a guarantee or
similar arrangement but excluding any debt or extension of credit represented
by a bank deposit other than a time deposit) or capital contribution to (by
means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), or any purchase or
acquisition by such Person of any Capital Stock, bonds, notes, debentures or
other securities or evidences of Indebtedness issued by, any Person. “Investment”
shall exclude extensions of trade credit by the Company and its Restricted
Subsidiaries in accordance with normal trade practices of the Company or such
Restricted Subsidiary, as the case may be. If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Common Stock of
any direct or indirect Restricted Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Restricted Subsidiary is no
longer a Restricted Subsidiary of the Company (or, in the case of a Restricted
Subsidiary that is not a Wholly-Owned Restricted Subsidiary of the Company,
such Restricted Subsidiary has a minority interest that is held by an Affiliate
of the Company that is not a Restricted Subsidiary of the Company), the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Common Stock of such
Restricted Subsidiary, not sold or disposed of. Except as otherwise provided
herein, the amount of an Investment shall be its fair market value at the time
the Investment is made and without giving effect to subsequent changes in its
fair market value.  For purposes of Section 4.07
hereof:


 


(i)            “Investment”
will include the portion (proportionate to the Company’s equity interest in a Restricted
Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market
value of the net assets of such Restricted Subsidiary at the time that such
Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company will
be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary in an amount (if positive) equal to (a) the Company’s “Investment”
in such Subsidiary at the time of such redesignation less (b) the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the fair
market value of the net assets (as conclusively determined by the Board of
Directors of the Company in good faith) of such Subsidiary at the time that
such Subsidiary is so re-designated a Restricted Subsidiary; and


 


(ii)           any property
transferred to or from an Unrestricted Subsidiary will be valued at its fair
market value at the time of such transfer, in each case as determined in good
faith by the Board of Directors of the Company.


 


“Issue
Date” means the date hereof.


 


“Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions in
the City of New York, the city in which the principal corporate trust office of
the Trustee is located or at a place of payment are authorized by law,
regulation or executive order to remain closed. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that 


 


15

















 


place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue on such payment for the intervening period.


 


“Lien”
means any lien, mortgage, deed of trust, pledge, security interest, charge or
encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof and any agreement to give
any security interest).


 


“Marketable
Securities” means publicly traded debt or equity securities that are listed for
trading on a national securities exchange or NASDAQ and that were issued by a
corporation whose debt securities are rated in one of the three highest rating
categories by either S&P or Moody’s.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor thereto.


 


“Net
Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form
of cash or Cash Equivalents including payments in respect of deferred payment
obligations when received in the form of cash or Cash Equivalents (other than
the portion of any such deferred payment constituting interest) received by the
Company or any of its Restricted Subsidiaries from such Asset Sale net of: (i) reasonable
out-of-pocket expenses and fees relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees and sales commissions
and title and recording tax expenses); (ii) all Federal, state,
provincial, foreign and local taxes required to be accrued as a liability under
GAAP, as a consequence of such Asset Sale; (iii) appropriate amounts to be
provided by the Company or any Restricted Subsidiary, as the case may be, as a
reserve, in accordance with GAAP, against any liabilities associated with such
Asset Sale and retained by the Company or any Restricted Subsidiary, as the case
may be, after such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale; (iv) all distributions and other payments required to be
made to minority interest holders in Subsidiaries or joint ventures as a result
of such Asset Sale; and (v) all payments made on any Indebtedness which is
secured by any assets subject to such Asset Sale, in accordance with the terms
of any Lien upon or other security agreement of any kind with respect to such
assets, or which must by its terms, or in order to obtain a necessary consent
to such Asset Sale, or by applicable law, be repaid out of the proceeds from
such Asset Sale.


 


“Notes”
means, collectively, the Initial Notes and the Exchange Notes treated as a
single class of securities, as amended or supplemented from time to time in
accordance with the terms hereof, that are issued pursuant to this Indenture.


 


“Obligations”
means all obligations for principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.


 


“Offering
Memorandum” means the final offering memorandum, dated November 10, 2010,
relating to the offering of the Notes by the Company.


 


16

















 


“Officer”
means, with respect to any Person (other than the Trustee), the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice-President of such Person.


 


“Officers’
Certificate” means a certificate signed on behalf of the Company by two
Officers of the Company, one of whom must be the principal executive officer,
the principal financial officer, the treasurer or the principal accounting
officer of the Company, that meets the requirements of Sections 10.04 and 10.05
hereof.


 


“Opinion
of Counsel” means an opinion from legal counsel who is reasonably acceptable to
the Trustee. The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company.


 


“Pari
Passu Indebtedness” means Indebtedness that ranks equally in right of payment
to the Notes.


 


“Permitted
Business” means any business (including stock or assets) that derives a
majority of its revenues from the business engaged in by the Company and its
Restricted Subsidiaries on the Issue Date and/or activities that are reasonably
similar, ancillary or related to, or a reasonable extension, development or
expansion of, the businesses in which the Company and its Restricted
Subsidiaries are engaged on the Issue Date.


 


“Permitted
Group” means any group of investors party to the Stockholders’ Agreement, as
the same may be amended, modified or supplemented from time to time, provided that the Permitted Holders
and their Related Parties continue to be the “beneficial owners” (as such term
is used in Section 13(d) of the Exchange Act), directly or
indirectly, of more than 50% of the voting power of the issued and outstanding
Capital Stock of the Company that is “beneficially owned” (as defined above) by
such group of Investors.


 


“Permitted
Holders” means Warburg Pincus Private Equity VIII, L.P., Warburg Pincus
International Partners, L.P., its Affiliates and any general or limited
partners of Warburg Pincus Private Equity VIII, L.P. or Warburg Pincus
International Partners, L.P. on the Issue Date.


 


“Permitted
Indebtedness” means, without duplication, each of the following:


 


(i)            Indebtedness under the Notes
(other than any Additional Notes) and the incurrence by the Company of
Indebtedness represented by the Exchange Notes issued in exchange for the Notes
(or in exchange for any Additional Notes issued in accordance with the terms of
this Indenture) and the Guarantees thereof;


 


(ii)           Indebtedness of the Company
or the Guarantors incurred pursuant to one or more Credit Facilities in an
aggregate principal amount at any time outstanding not to exceed the greater of
(a) $460.0 million and (b) an aggregate amount of Indebtedness
incurred under this clause (ii) (with all such Indebtedness being deemed
Secured Debt for purposes of making the determination hereunder) that does not
cause the Consolidated Secured Leverage Ratio to exceed 3.5 to 1, after giving
pro forma effect to the incurrence of such Indebtedness (and the application of
the proceeds thereof); provided that the amount of Indebtedness permitted to be
incurred 


 


17

















 


pursuant
to the Credit Facilities in accordance with this clause (ii) shall be in
addition to any Indebtedness permitted to be incurred pursuant to the Credit
Facilities in reliance on, and in accordance with, clauses (vii), (xiii), (xiv) and
(xv) below;


 


(iii)          other Indebtedness of the
Company and its Restricted Subsidiaries outstanding on the Issue Date (and in
the case of any line of credit, the unused capacity of such line of credit as
of the Issue Date), reduced by the amount of any scheduled amortization
payments or mandatory prepayments when actually paid or permanent reductions
thereon;


 


(iv)          Interest Swap Obligations of
the Company or any of its Restricted Subsidiaries covering Indebtedness of the
Company or any of its Restricted Subsidiaries; provided, however, that any
Indebtedness to which any such Interest Swap Obligations correspond is
otherwise permitted to be incurred under this Indenture; and, provided further,
that such Interest Swap Obligations are entered into, in the judgment of the
Company, to protect the Company or any of its Restricted Subsidiaries from
fluctuation in interest rates on its outstanding Indebtedness;


 


(v)           Indebtedness of the Company
or any Restricted Subsidiary under Hedging Agreements and Currency Agreements;


 


(vi)          intercompany Indebtedness
between or among the Company and any Restricted Subsidiaries (other than a
Securitization Entity); provided, however, that:


 


(a)           if the Company is the
obligor on such Indebtedness and the payee is a Restricted Subsidiary that is
not a Guarantor, such Indebtedness is expressly subordinated to the prior
payment in full in cash of all Obligations with respect to the Notes; and


 


(b)           (1) any subsequent
issuance or transfer of Capital Stock or any other event which results in any
such Indebtedness being beneficially held by a Person other than the Company or
a Restricted Subsidiary (other than a Securitization Entity) thereof; and


 


(2)           any sale or
other transfer of any such Indebtedness to a Person that is not either the
Company or a Restricted Subsidiary (other than a Securitization Entity) thereof
(other than by way of granting a Lien permitted under this Indenture or in
connection with the exercise of remedies by a secured creditor) shall be
deemed, in each case, to constitute an incurrence of such Indebtedness by the
Company or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (vi);


 


(vii)         Indebtedness (including
Capitalized Lease Obligations) incurred by the Company or any of its Guarantors
to finance the purchase, lease or improvement of property (real or personal) or
equipment (whether through the direct purchase of assets or the Capital Stock
of any person owning such assets) in an aggregate principal amount outstanding,
including all Refinancing Indebtedness incurred to extend, renew, refund,
refinance, replace, defease or discharge any Indebtedness incurred pursuant to
this clause (vii), not to exceed the greater of (a) $20.0 million and (b) 1.5%
of Total Assets at any time;


 


(viii)        Refinancing Indebtedness
(other than Refinancing Indebtedness with respect to Indebtedness incurred
pursuant to clause (ii) of this definition);


 


18

















 


(ix)           guarantees by the Company
and its Restricted Subsidiaries of each other’s Indebtedness; provided,
however, that such Indebtedness is permitted to be incurred under this
Indenture; and provided further, that in the event such Indebtedness (other
than Acquired Indebtedness) is incurred pursuant to the Consolidated Fixed
Charge Coverage Ratio, such guarantees are by the Company or a Guarantor only;


 


(x)            Indebtedness arising from
agreements of the Company or a Restricted Subsidiary of the Company providing
for indemnification, adjustment of purchase price, earn-out or other similar
obligations, in each case, incurred or assumed in connection with the
disposition of any business, assets or Capital Stock of a Restricted Subsidiary
of the Company, other than guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or Restricted Subsidiary
for the purpose of financing such acquisition; provided, however, that the
maximum assumable liability in respect of all such Indebtedness shall at no
time exceed the gross proceeds actually received by the Company and its
Restricted Subsidiaries in connection with such disposition;


 


(xi)           obligations in respect of
performance and surety bonds and completion guarantees provided by the Company
or any Restricted Subsidiary of the Company in the ordinary course of business;


 


(xii)          Indebtedness of a
Securitization Entity incurred in a Qualified Securitization Transaction that
is non-recourse to the Company or any Subsidiary of the Company (except for
Standard Securitization Undertakings);


 


(xiii)         Indebtedness incurred by the
Company or any of the Guarantors in connection with the acquisition of a
Permitted Business; provided that on the date of the incurrence of such
Indebtedness, after giving effect to the incurrence thereof and the use of
proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company
is greater than the Consolidated Fixed Charge Coverage Ratio of the Company
immediately prior to the incurrence of such Indebtedness;


 


(xiv)        additional Indebtedness of
the Company and the Guarantors in an aggregate principal amount, including all
Refinancing Indebtedness incurred to extend, renew, refund, refinance, replace,
defease or discharge any Indebtedness incurred pursuant to this clause (xiv),
not to exceed $50.0 million at any one time outstanding, which amount may, but
need not, be incurred in whole or in part under any of the Credit Facilities
(it being understood that any Indebtedness or Preferred Stock incurred pursuant
to this clause (xiv) shall cease to be deemed incurred or outstanding for
purposes of this clause (xiv) but shall be deemed incurred under Section 4.09
hereof from and after the first date on which the Company or such Restricted
Subsidiary could have incurred such Indebtedness or Preferred Stock thereunder
without reliance on this clause (xiv));


 


(xv)         additional Indebtedness of
the Foreign Subsidiaries in an aggregate principal amount, including all
Refinancing Indebtedness incurred to extend, renew, refund, refinance, replace,
defease or discharge any Indebtedness incurred pursuant to this clause (xv),
which does not exceed the greater of (a) $50.0 million and (b) 3.6%
of the Total Assets of the Foreign 


 


19

















 


Subsidiaries
at any one time outstanding (which amount may, but need not, be incurred in
whole or in part under a credit facility);


 


(xiv)        Indebtedness arising from
the honoring by a bank or other financial institution of a check, draft or
similar instrument inadvertently (except in the case of daylight overdrafts)
drawn against insufficient funds in the ordinary course of business; provided,
however, that such Indebtedness is extinguished within five business days of
incurrence;


 


(xvii)       Indebtedness of the Company
or any of its Restricted Subsidiaries represented by letters of credit for the
account of the Company or such Restricted Subsidiary, as the case may be,
issued in the ordinary course of business of the Company or such Restricted
Subsidiary, including, without limitation, in order to provide security for
workers’ compensation claims or payment obligations in connection with
self-insurance or similar requirements in the ordinary course of business and
other Indebtedness with respect to workers’ compensation claims, self-insurance
obligations, performance, surety and similar bonds and completion guarantees
provided by the Company or any Restricted Subsidiary of the Company in the
ordinary course of business; and


 


(xviii)      Indebtedness consisting of
promissory notes issued by the Company or any Guarantor to current or former
officers, directors and employees, their respective estates, spouses or former
spouses to finance the purchase or redemption of Equity Interests of Company
permitted by Section 4.07 hereof. No Foreign Subsidiary may Incur any
Indebtedness (other than pursuant to clause (vi) of the definition of
Permitted Indebtedness) if the proceeds are used to refinance Indebtedness of
the Company; provided, however, that proceeds of Indebtedness incurred pursuant
to clause (xv) of the definition of Permitted Indebtedness may be used to
permanently repay Pari Passu Indebtedness or the Notes of the Company.


 


For
purposes of determining compliance with Section 4.09 hereof, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (i) through (xviii) above
or is entitled to be incurred pursuant to the Consolidated Fixed Charge
Coverage Ratio provisions of Section 4.09 hereof, the Company shall, in
its sole discretion, divide and classify (or later redivide and reclassify)
such item of Indebtedness in any manner that complies with Section 4.09
hereof. Accrual of interest, accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, and the payment of dividends on Disqualified
Capital Stock in the form of additional shares of the same class of
Disqualified Capital Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Capital Stock for purposes of Section 4.09
hereof.


 


“Permitted
Investments” means: (i) Investments by the Company or any Restricted
Subsidiary of the Company in any Restricted Subsidiary of the Company (other
than a Securitization Entity or Restricted Subsidiary of the Company in which
an Affiliate of the Company that is not a Restricted Subsidiary of the Company
holds a minority interest) (whether existing on the Issue Date or created
thereafter) or any other Person (including by means of any transfer of cash or
other property) if as a result of such Investment such other Person shall
become a Restricted Subsidiary of the Company (other than a Securitization
Entity or a Restricted Subsidiary of the Company in which an Affiliate of the
Company that is not a 


 


20

















 


Restricted
Subsidiary of the Company holds a minority interest) or that will merge with or
consolidate into the Company or a Restricted Subsidiary of the Company and
Investments in the Company by the Company or any Restricted Subsidiary of the
Company; (ii) investments in cash and Cash Equivalents; (iii) loans
and advances allowed by law (including payroll, travel and similar advances) to
employees of the Company and its Restricted Subsidiaries in an aggregate
principal amount not to exceed $10.0 million at any one time outstanding; (iv) Currency
Agreements, Hedging Agreements and Interest Swap Obligations entered into in
the ordinary course of business and otherwise in compliance with this
Indenture; (v) Investments in securities of trade creditors or customers
received pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers or in good faith
settlement of delinquent obligations of such trade creditors or customers; (vi) Investments
made by the Company or its Restricted Subsidiaries as a result of consideration
received in connection with an Asset Sale made in compliance with Section 4.10
hereof; (vii) Investments existing on the Issue Date; (viii) accounts
receivable created or acquired in the ordinary course of business; (ix) guarantees
by the Company or a Restricted Subsidiary of the Company permitted to be
incurred under this Indenture; (x) additional Investments having an
aggregate fair market value, taken together with all other Investments made
pursuant to this clause (x) that are at that time outstanding, not to
exceed the greater of (A) $50.0 million and (B) 3.5% of the Company’s
Total Assets provided that
any investments in joint ventures pursuant to this clause (x) will not
exceed the greater of (A) $25.0 million and (B) 1.75% of the Company’s
Total Assets; (xi) any Investment by the Company or a Restricted
Subsidiary of the Company in a Securitization Entity or any Investment by a
Securitization Entity in any other Person in connection with a Qualified
Securitization Transaction; provided
that any Investment in a Securitization Entity is in the form of a Purchase
Money Note or an equity interest or interests in receivables and related assets
generated by the Company or a Restricted Subsidiary and transferred to any
Person in connection with a Qualified Securitization Transaction or any such
Person owning such receivables; (xii) Investments the payment for which
consists exclusively of Qualified Capital Stock of the Company; (xiii) any
Investment in any Person to the extent it consists of prepaid expenses,
negotiable instruments held for collection and lease, utility and workers’
compensation, performance and other similar deposits made in the ordinary
course of business; and (xiv) Investments in Unrestricted Subsidiaries not
to exceed $5.0 million at any one time outstanding.


 


“Permitted
Liens” means, with respect to any Person:


 


(i)            Liens securing Indebtedness and other
obligations under the Credit Facility and liens on assets of Restricted
Subsidiaries securing Guarantees of Indebtedness and other obligations of the
Company under the Credit Facility permitted to be incurred under this
Indenture;


 


(ii)           pledges or deposits by such Person under
workers’ compensation laws, unemployment insurance laws or similar legislation,
or good faith deposits in connection with bids, tenders, contracts (other than
for the payment of Indebtedness) or leases to which such Person is a party, or
deposits to secure public or statutory obligations of such Person or deposits
of cash or United States government bonds to secure surety or appeal bonds to
which such Person is a party, or obligations to insurance carriers, or deposits
as security for contested taxes or import or customs duties or for the payment
of rent, in each case Incurred in the ordinary course of business;


 


21
















 


(iii)          Liens imposed by law, including carriers’,
warehousemen’s, mechanics’, materialmen’s and repairmen’s Liens, in each case
for sums not yet due or being contested in good faith by appropriate
proceedings if a reserve or other appropriate provisions, if any, as shall be
required by GAAP shall have been made in respect thereof;


 


(iv)          Liens for taxes, assessments or other
governmental charges not yet subject to penalties for non-payment or which are
being contested in good faith by appropriate proceedings provided appropriate
reserves required pursuant to GAAP have been made in respect thereof;


 


(v)           Liens in favor of issuers of surety or
performance bonds or letters of credit or bankers’ acceptances issued pursuant
to the request of and for the account of such Person in the ordinary course of
its business; provided, however, that such letters of credit do not constitute
Indebtedness;


 


(vi)          survey exceptions, encumbrances, ground
leases, easements or reservations of, or rights of others for, licenses, rights
of way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning, building codes or other restrictions (including, without
limitation, minor defects or irregularities in title and similar encumbrances)
as to the use of real properties or liens incidental to the conduct of the
business of such Person or to the ownership of its properties which do not in
the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person;


 


(vii)         Liens securing Interest Swap Obligations and
Obligations under Hedging Agreements and Currency Agreements, so long as the
related Indebtedness is, and is permitted to be under this Indenture, secured
by a Lien on the same property securing such Interest Swap Obligations and
Obligations under Hedging Agreements and Currency Agreements;


 


(viii)        leases, licenses, subleases and sublicenses of
assets (including, without limitation, real property and intellectual property
rights) which do not materially interfere with the ordinary conduct of the
business of the Company or any of its Restricted Subsidiaries;


 


(ix)           judgment Liens not giving rise to an Event of
Default so long as such Lien is adequately bonded and any appropriate legal
proceedings which may have been duly initiated for the review of such judgment
have not been finally terminated or the period within which such proceedings
may be initiated has not expired;


 


(x)            Liens for the purpose of securing Indebtedness
represented by Capitalized Lease Obligations, mortgage financings, purchase
money obligations or other payments incurred to finance all or any part of the
purchase price or cost of construction or improvement of assets or property
(other than Capital Stock or other Investments) acquired, constructed or
improved in the ordinary course of business provided that:


 


(a)          the aggregate principal
amount of Indebtedness secured by such Liens is otherwise permitted to be
incurred under this Indenture and does not exceed the cost of the assets or
property so acquired, constructed or improved; and


 


22

















 


(b)         such
Liens are created within 180 days of construction, acquisition or improvement
of such assets or property and do not encumber any other assets or property of
the Company or any Restricted Subsidiary other than such assets or property and
assets affixed or appurtenant thereto;


 


(xi)           Liens arising solely by virtue of any
statutory or common law provisions relating to banker’s Liens, rights of
set-off or similar rights and remedies as to deposit accounts or other funds
maintained with a depositary institution; provided that:


 


(a)          such deposit account is not
a dedicated cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated
by the Federal Reserve Board; and


 


(b)         such deposit account is not
intended by the Company or any Restricted Subsidiary to provide collateral to
the depository institution;


 


(xii)         Liens arising from Uniform Commercial Code
financing statement filings regarding operating leases entered into by the
Company and its Restricted Subsidiaries in the ordinary course of business;


 


(xiii)        Liens existing on the Issue Date (other than
Liens permitted under clause (i) of this definition);


 


(xiv)        Liens on property or shares of stock of a
Person at the time such Person becomes a Restricted Subsidiary; provided,
however, that such Liens are not created, incurred or assumed in connection with,
or in contemplation of, such other Person becoming a Restricted Subsidiary;
provided further, however, that any such Lien may not extend to any other
property owned by the Company or any Restricted Subsidiary;


 


(xv)         Liens on property at the time the Company or a
Restricted Subsidiary acquired the property, including any acquisition by means
of a merger or consolidation with or into the Company or any Restricted
Subsidiary; provided, however, that such Liens are not created, incurred or
assumed in connection with, or in contemplation of, such acquisition; provided
further, however, that such Liens may not extend to any other property owned by
the Company or any Restricted Subsidiary;


 


(xvi)        Liens securing Indebtedness or other
obligations of a Restricted Subsidiary owing to the Company or another
Restricted Subsidiary (other than a Securitization Entity);


 


(xvii)       Liens securing the Notes and Guarantees;


 


(xviii)      Liens securing Refinancing Indebtedness
incurred to refinance, refund, replace, amend, extend or modify, as a whole or
in part, Indebtedness that was previously so secured pursuant to clauses
(x), (xiii), (xiv), (xv), (xvii), (xviii), (xxii) and (xxv) of this
definition, provided that any such Lien is limited to all or part of the same
property or assets (plus improvements, accessions, proceeds or dividends or
distributions in respect thereof) that secured (or, under the written
arrangements under which the original Lien arose, could secure) the 


 


23

















 


Indebtedness being
refinanced or is in respect of property that is the security for a Permitted
Lien hereunder;


 


(xix)         any interest or title of a lessor under any
Capitalized Lease Obligation or operating lease;


 


(xx)          Liens under industrial revenue, municipal or
similar bonds;


 


(xxi)         Liens on assets transferred to a
Securitization Entity or on assets of a Securitization Entity, in either case
Incurred in connection with a Qualified Securitization Transaction;


 


(xxii)        Liens securing Indebtedness (other than
Subordinated Obligations and any Guarantor’s Subordinated Obligations) in an
aggregate principal amount outstanding at any one time not to exceed $25.0
million;


 


(xxiii)       liens arising out of the conditional sale,
title retention, consignment or similar arrangements for the sale of goods;


 


(xxiv)       liens deemed to exist pursuant to investments
in repurchase obligations;


 


(xxv)        encumbrances or restrictions (including put
and call arrangements) with respect to Capital Stock of any joint venture or
similar arrangement pursuant to any joint venture or similar agreement; and


 


(xxvi)       the retained interest of the U.S. Federal
government or any agency or department thereof in assets purchased in whole or
in part (including via reimbursement of amounts expended by the Company) with
proceeds of grants from the U.S. Federal government or any agency or department
thereof, in accordance with Federal law or regulation (including any rule,
regulation or policy governing the subject grant program).


 


“Permitted
Subsidiary Preferred Stock” means any series of Preferred Stock of a foreign
Restricted Subsidiary that constitutes Qualified Capital Stock, the liquidation
value of all series of which, when combined with the aggregate amount of
outstanding Indebtedness of the foreign Restricted Subsidiaries incurred
pursuant to clause (xv) of the definition of Permitted Indebtedness, does
not exceed $5.0 million.


 


“Person”
means an individual, partnership, corporation, limited liability company,
unincorporated organization, trust or joint venture, or a governmental agency
or political subdivision thereof.


 


“Preferred
Stock” of any Person means any Capital Stock of such Person that has
preferential rights to any other Capital Stock of such Person with respect to
dividends or redemptions or upon liquidation or dissolution of such Person,
over shares of Capital Stock of any other class of such Person.


 


“Productive
Assets” means assets (including Capital Stock) that are used or usable by the
Company and its Restricted Subsidiaries in Permitted Businesses.


 


24

















 


“Purchase
Money Note” means a promissory note of a Securitization Entity evidencing the
deferred purchase price of receivables (and related assets) and/or a line of
credit, which may be irrevocable, from the Company or any Restricted Subsidiary
of the Company in connection with a Qualified Securitization Transaction to a
Securitization Entity, which note shall be repaid from cash available to the
Securitization Entity other than amounts required to be established as reserves
pursuant to agreements, amounts paid to investors in respect of interest and
principal and amounts paid in connection with the purchase of newly generated
receivables or newly acquired equipment.


 


“Qualified
Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.


 


“Qualified
Securitization Transaction” means any transaction or series of transactions
that may be entered into by the Company or any of its Restricted Subsidiaries
pursuant to which the Company or any of its Subsidiaries may sell, convey or
otherwise transfer to: (i) a Securitization Entity (in the case of a
transfer by the Company or any of its Restricted Subsidiaries); and (ii) any
other Person (in the case of a transfer by a Securitization Entity), or may
grant a security interest in any accounts receivable or equipment (whether now
existing or arising or acquired in the future) of the Company or any of its
Restricted Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such accounts receivable and equipment, all
contracts and contract rights and all guarantees or other obligations in
respect of such accounts receivable and equipment, proceeds of such accounts
receivable and equipment and other assets (including contract rights) which are
customarily transferred or in respect of which security interests are
customarily granted in connection with assets securitization transactions
involving accounts receivable and equipment.


 


“Refinance”
means, in respect of any security or Indebtedness, to refinance, extend, renew,
refund, repay, prepay, redeem, defease or retire, or to issue a security or
Indebtedness in exchange or replacement for, such security or Indebtedness in
whole or in part. “Refinanced” and “Refinancing” shall have correlative
meanings.


 


“Refinancing
Indebtedness” means any Refinancing, modification, replacement, restatement,
refunding, deferral, extension, substitution, supplement, reissuance or resale
of existing or future Indebtedness (other than intercompany Indebtedness),
including any additional Indebtedness incurred to pay interest or premiums
required by the instruments governing such existing or future Indebtedness as
in effect at the time of issuance thereof (“Required Premiums”) and fees in
connection therewith; provided
that any such event shall not: (i) directly or indirectly result in an
increase in the aggregate principal amount of Permitted Indebtedness, except to
the extent such increase is a result of a simultaneous incurrence of additional
Indebtedness: (A) to pay Required Premiums and related fees; or (B) otherwise
permitted to be incurred under this Indenture; and (ii) create
Indebtedness with a Weighted Average Life to Maturity at the time such
Indebtedness is incurred that is less than the Weighted Average Life to
Maturity at such time of the Indebtedness being refinanced, modified, replaced,
renewed, restated, refunded, deferred, extended, substituted, supplemented,
reissued or resold; and (iii) if the Indebtedness being refinanced is
subordinated in right of payment to the Notes or the Guarantee, such
Refinancing Indebtedness is subordinated in right of payment to the Notes or
the Guarantee on terms at least as favorable to the holders as those contained
in the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded.


 


25

















 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of the
Issue Date, among the Company, the Guarantors and the Initial Purchasers set
forth therein.


 


“Related
Party” with respect to any Permitted Holder means: (i)(A) any controlling
stockholder or a majority owned Subsidiary of such Permitted Holder or, in the
case of an individual, any spouse, sibling, parent or child of such Permitted
Holder; or (B) the estate of any Permitted Holder during any period in
which such estate holds Capital Stock of the Company for the benefit of any
Person referred to in clause (i)(A); or (ii) any trust, corporation,
partnership, limited liability company or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially owning an interest of
more than 50% of which consist of, or the sole managing partner or managing member
of which is, one or more Permitted Holders and/or such other Persons referred
to in the immediately preceding clause (i).


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer within the
Corporate Trust Administration of the Trustee (or any successor group of the
Trustee) located at the Corporate Trust Office of the Trustee who has direct
responsibility for the administration of this Indenture and for the purposes of
Section 7.01(c)(ii) and the last sentence of Section 7.05(b) also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.


 


“Restricted
Subsidiary” of any Person means any Subsidiary of such Person which at the time
of determination is not an Unrestricted Subsidiary.


 


“S&P”
means Standard & Poor’s Ratings Group or any successor thereto.


 


“Sale
and Leaseback Transaction” means any direct or indirect arrangement with any
Person or to which any such Person is a party providing for the leasing to the
Company or a Restricted Subsidiary of any property, whether owned by the
Company or any Restricted Subsidiary at the Issue Date or later acquired, which
has been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such Person or to any other Person from whom funds have been or
are to be advanced by such Person on the security of such Property.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Secured
Debt” means any Indebtedness secured by a Lien.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Securitization
Entity” means a Wholly-Owned Subsidiary of the Company (or another Person in
which the Company or any Restricted Subsidiary of the Company makes an
Investment and to which the Company or any Restricted Subsidiary of the Company
transfers accounts receivable or equipment and related assets) which engages in
no activities other than in connection with the financing of accounts
receivable or equipment and which is designated by the Board of Directors of
the Company (as provided below) as a Securitization Entity:  (i) no portion of the Indebtedness or
any other Obligations (contingent or otherwise) of which: (A) is
guaranteed by the Company or any Restricted Subsidiary of the Company
(excluding guarantees of Obligations (other than the principal of, and interest
on, Indebtedness) pursuant to Standard Securitization Undertakings); (B) is
recourse to or obligates the Company or any Restricted 


 


26

















 


Subsidiary
of the Company in any way other than pursuant to Standard Securitization
Undertakings; or (C) subjects any property or asset of the Company or any
Restricted Subsidiary of the Company, directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings; (ii) with which neither the Company nor any
Restricted Subsidiary of the Company has any material contract, agreement,
arrangement or understanding (except in connection with a Purchase Money Note
or Qualified Securitization Transaction) other than on terms no less favorable
to the Company or such Restricted Subsidiary than those that might be obtained
at the time from Persons that are not Affiliates of the Company, other than
fees payable in the ordinary course of business in connection with servicing
receivables of such entity; and (iii) to which neither the Company nor any
Restricted Subsidiary of the Company has any obligations to maintain or
preserve such entity’s financial condition or cause such entity to achieve
certain levels of operating results.


 


Any
such designation by the Board of Directors of the Company shall be evidenced to
the Trustee by filing with the Trustee a certified copy of the Board Resolution
of the Company giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the foregoing conditions.


 


“Senior
Subordinated Notes” means the U.S. Dollar denominated 83⁄4% senior subordinated
notes due 2012 issued by Polypore, Inc.


 


“Significant
Subsidiary,” with respect to any Person, means any Restricted Subsidiary of
such Person that satisfies the criteria for a “significant subsidiary” set
forth in Rule 1-02(w) of Regulation S-X under the Securities Act.


 


“Standard
Securitization Undertakings” means representations, warranties, covenants and
indemnities entered into by the Company or any Restricted Subsidiary of the
Company which are reasonably customary, as determined in good faith by the
Board of Directors of the Company, in an accounts receivable or equipment
transaction.


 


“Stockholders’
Agreement” means the Stockholders’ Agreement, dated as of May 13, 2004,
among PP Holding II and certain stockholders of PP Holding II as parties
thereto, as in effect on the Issue Date and as further amended and modified
from time to time.


 


“Subordinated
Obligation” in respect of a Person means any Indebtedness of such Person
(whether outstanding on the Issue Date or thereafter incurred) which is
subordinate or junior in right of payment to the Notes pursuant to a written
agreement or pursuant to the terms thereof.


 


“Subsidiary”
with respect to any Person, means: (i) any corporation, association or
other business entity (other than a partnership, joint venture, limited
liability company or similar entity) of which the outstanding Capital Stock
having at least a majority of the votes entitled to be cast in the election of
directors, managers or trustee thereof (or persons performing similar functions)
under ordinary circumstances shall at the time be owned, directly or
indirectly, by (1) such Person, (2) such Person and one or more
Subsidiary of such Person or (3) one or more Subsidiaries of such Person;
or (ii) any partnership, joint venture, limited liability company or
similar entity of which at least a majority of the capital accounts,
distribution rights, total equity and voting interest or general or limited
partnership interests, as applicable, under ordinary 


 


27

















 


circumstances
is at the time, directly or indirectly, owned by (1) such Person, (2) such
Person and one or more Subsidiary of such Person or (3) one or more
Subsidiaries of such Person.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect
on the date on which this Indenture is qualified under the TIA.


 


“Total
Assets” means, as of any date, the total consolidated assets of the Company and
its Restricted Subsidiaries, as set forth on the Company’s most recently
available internal consolidated balance sheet as of such date.


 


“Transaction
Date” means date of the transaction giving rise to the need to make such
calculation.


 


“Treasury
Rate” means, as of the applicable redemption date, the yield to maturity as of
such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
business days prior to such redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data))
most nearly equal to the period from such redemption date to November 15,
2013; provided, however, that if
the period from such redemption date to November 15, 2013 is less than one
year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year will be used.


 


“Trustee”
means the party named as such above until a successor replaces it in accordance
with the applicable provisions of this Indenture and thereafter means the
successor serving hereunder.


 


“Unrestricted
Subsidiary” of any Person means: (i) any Subsidiary of such Person that at
the time of determination shall be or continue to be designated an Unrestricted
Subsidiary by the Board of Directors of such Person in the manner provided
below; and (ii) any Subsidiary of an Unrestricted Subsidiary.


 


The
Board of Directors of the Company may designate any Subsidiary (including any
newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary
through merger or consolidation or Investment therein) to be an Unrestricted
Subsidiary unless such Subsidiary owns any Capital Stock of or Indebtedness of
or has any Investment in, or owns or holds any Lien on any property of, the
Company or any other Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated or another Unrestricted Subsidiary; provided that: (i) the Company
certifies to the Trustee that such designation complies with Section 4.07
hereof; and (ii) each Subsidiary to be so designated and each of its
Subsidiaries: (A) has not at the time of designation, any Indebtedness
pursuant to which the lender has recourse to any of the assets of the Company
or any of its Restricted Subsidiaries, unless such recourse is Indebtedness or
a Lien that is permitted under this Indenture after giving effect to such
designation; and (B) either alone or in the aggregate with all other
Unrestricted Subsidiaries does not operate, directly or indirectly, all or
substantially all of the business of the Company and its Subsidiaries.


 


28

















 


The
Board of Directors of the Company may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary only if (x) immediately after giving effect to
such designation, the Company is able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.09
hereof and (y) immediately before and immediately after giving effect to
such designation, no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof. Any such designation by the
Board of Directors of the Company shall be evidenced to the Trustee by promptly
filing with the Trustee a copy of the Board Resolution giving effect to such
designation and an Officers’ Certificate certifying that such designation
complied with the foregoing provisions. 
If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred as of such date.


 


Actions
taken by an Unrestricted Subsidiary shall not be deemed to have been taken,
directly or indirectly, by the Company or any Restricted Subsidiary.


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date,
the number of years obtained by dividing: 
(i) the then outstanding aggregate principal amount of such
Indebtedness into (ii) the sum of the total of the products obtained by
multiplying:  (A) the amount of each
then remaining installment, sinking fund, serial maturity or other required
payment of principal, including payment at final maturity, in respect thereof;
by (B) the number of years (calculated to the nearest one-twelfth) which
will elapse between such date and the making of such payment.


 


“Wholly-Owned
Restricted Subsidiary” of any Person means any Wholly-Owned Subsidiary of such
Person which at the time of determination is a Restricted Subsidiary.


 


“Wholly-Owned
Subsidiary” of any Person means any Subsidiary of such Person of which all the
outstanding voting securities (other than in the case of a Restricted
Subsidiary that is incorporated in a jurisdiction other than a State in the
United States of America or the District of Columbia, directors’ qualifying
shares or an immaterial amount of shares required to be owned by other Persons
pursuant to applicable law) are owned by such Person or any Wholly-Owned
Subsidiary of such Person.


 


Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in Section

  
	
   

  	
   

  	
   

  
	
  “Acceleration
  Notice”

  	
   

  	
  6.02

  
	
  “Affiliate
  Transaction”

  	
   

  	
  4.11

  
	
  “Appendix”

  	
   

  	
  2.01

  
	
  “Authentication
  Order”

  	
   

  	
  2.02

  
	
  “Change
  of Control Offer”

  	
   

  	
  4.15

  
	
  “Change
  of Control Payment Date”

  	
   

  	
  4.15

  
	
  “Covenant
  Defeasance”

  	
   

  	
  8.03

  
	
  “Event
  of Default”

  	
   

  	
  6.01

  



 


29

















 


	
  “Guaranteed
  Obligations”

  	
   

  	
  11.01

  
	
  “incur”

  	
   

  	
  4.09

  
	
  “Initial
  Lien”

  	
   

  	
  4.12

  
	
  “Legal
  Defeasance”

  	
   

  	
  8.02

  
	
  “Net
  Proceeds Offer”

  	
   

  	
  4.10

  
	
  “Net
  Proceeds Offer Amount”

  	
   

  	
  4.10

  
	
  “Net
  Proceeds Offer Payment Date”

  	
   

  	
  4.10

  
	
  “Net
  Proceeds Offer Trigger Date”

  	
   

  	
  4.10

  
	
  “Offer
  Period”

  	
   

  	
  3.09

  
	
  “Paying
  Agent”

  	
   

  	
  2.03

  
	
  “protected
  purchaser”

  	
   

  	
  2.07

  
	
  “Purchase
  Date”

  	
   

  	
  3.09

  
	
  “Reference
  Date”

  	
   

  	
  4.07

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Restricted
  Payment”

  	
   

  	
  4.07

  
	
  “Surviving
  Entity”

  	
   

  	
  5.01

  



 


Trust
Indenture Act Definitions.


 


Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.


 


The
following TIA terms used in this Indenture have the following meanings:


 


“indenture
securities” means the Notes; and


 


“obligor”
on the Notes means the Company and any successor obligor upon the Notes.


 


All
other terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.


 


Rules of
Construction.


 


Unless
the context otherwise requires:


 


(1)           a term has the meaning assigned to it;


 


(2)           an accounting term not otherwise defined has
the meaning assigned to it in accordance with GAAP;


 


(3)           “or” is not exclusive;


 


(4)           including” means including without limitation;


 


(5)           words in the singular include the plural, and
in the plural include the singular;


 


(6)           provisions apply to successive events and
transactions;


 


30
















 


(7)           “$”
and “U.S. Dollars” each refer to United States dollars, or such other money of
the United States of America that at the time of payment is legal tender for
payment of public and private debts;


 


(8)           references
to sections of or rules under the Securities Act shall be deemed to
include substitute, replacement of successor sections or rules adopted by
the SEC from time to time; and


 


(9)           references
in this Indenture, in any context, to any interest or other amount payable on
or with respect to the Notes shall be deemed to include any Additional Interest
that is payable pursuant to the Registration Rights Agreement.


 


(10)         unless
the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or Section, as the case may be, of this Indenture;
and


 


(11)         the
words “herein,” “hereof,” “hereunder” and “hereby” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.


 


ARTICLE 2


 


THE
NOTES


 


Form and
Dating.


 


Provisions
relating to the Initial Notes and the Exchange Notes are set forth in the Rule 144A/Regulation
S Appendix attached hereto (the “Appendix”) which is hereby incorporated in and
expressly made part of this Indenture. 
The Initial Notes and the Trustee’s certificate of authentication with
respect thereto shall be substantially in the forms of Exhibit A to the
Appendix, which is hereby incorporated in and expressly made a part of this
Indenture.  The Exchange Notes and the
Trustee’s certificate of authentication with respect thereto shall be
substantially in the forms of Exhibit B to the Appendix, which is hereby
incorporated in and expressly made a part of this Indenture.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the
Company is subject, if any, or usage (provided
that any such notation, legend or endorsement is in a form acceptable to the
Company). Each Note shall be dated the date of its authentication.  The terms of the Notes set forth in the
Appendix and Exhibits A and B to the Appendix are part of the terms of this
Indenture.


 


Execution
and Authentication.


 


On
the Issue Date, the Trustee shall authenticate and deliver $365,000,000
aggregate principal amount of 7.5% Senior Notes due 2017 and, at any time and
from time to time thereafter, the Trustee shall authenticate and deliver Notes
for original issue in an aggregate principal amount specified in such order, in
each case upon a written order of the Company signed by two Officers or by an
Officer and an Assistant Secretary of the Company (each an “Authentication
Order”).  Such order shall specify the
amount of the Notes to be authenticated and the date on which the original
issue of Notes is to be authenticated, whether the Notes are to 


 


31

















 


be
Initial Notes, Additional Notes or Exchange Notes, or such other information as
the Trustee shall reasonably request and, in the case of an issuance of
Additional Notes pursuant to Section 2.14 after the Issue Date, shall
certify that such issuance is in compliance with Section 4.09.


 


The
Notes shall be issued only in registered form, without coupons and only in
denominations of $2,000 and integral multiples of $1,000.


 


The
Officer signing the Notes for the Company may do so either by way of a manual
or facsimile signature.


 


If
an Officer whose signature is on a Note no longer holds that office at the time
the Trustee authenticates the Note, the Note shall be valid nevertheless.


 


A
Note shall not be valid until an authorized signatory of the Trustee manually
signs the certificate of authentication on the Note.  The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.


 


The
Trustee may appoint one or more authenticating agents reasonably acceptable to
the Company to authenticate the Notes. 
Unless limited by the terms of such appointment, an authenticating agent
may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the
same rights as the Registrar, or any Paying Agent or agent for service of
notices and demands.


 


The
Trustee is hereby authorized to enter into a letter of representations with the
Depository (as defined in the Appendix), as the case may be, in the form
provided by the Company and to act in accordance with such letter.


 


Registrar
and Paying Agent.


 


(a)   The Company shall maintain (i) an office
or agency where Notes may be presented for registration of transfer or for
exchange (the “Registrar”) and (ii) an office or agency in the Borough of
Manhattan, the City of New York, the State of New York where Notes
may be presented for payment (the “Paying Agent”).  The Registrar shall keep a register of the
Notes and of their registration of transfer and exchange.  The Company may have one or more
co-registrars and one or more additional paying agents.  The term “Registrar” includes any
co-registrars.  The term “Paying Agent”
includes the Paying Agent and any additional paying agents.  The Company initially appoints the Trustee as
(i) Registrar and Paying Agent in connection with the Notes and
(ii) the Notes Custodian with respect to the Global Notes.


 


(b)   The Company shall enter into an appropriate
agency agreement with the Registrar or any Paying Agent not a party to this
Indenture, which shall incorporate the terms of the TIA.  The agency agreement shall implement the provisions
of this Indenture that relate to such agent. 
The Company shall notify the Trustee in writing of the name and address
of any such agent.  If the Company fails
to appoint or maintain a Registrar or Paying Agent, the Trustee shall act as
such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.  The Company or any Wholly-Owned Subsidiary
incorporated or organized within the United States of America may act as Paying
Agent, Registrar or transfer agent.


 


32

















 


The
Registrar and Paying Agent shall be entitled to the rights and immunities of
the Trustee hereunder.


 


Paying
Agent to Hold Money in Trust.


 


Prior
to each due date of the principal, premium, if any, and interest on any Note,
the Company shall deposit with each Paying Agent (or if the Company or a
Wholly-Owned Subsidiary is acting as Paying Agent, segregate and hold in trust
for the benefit of the Persons entitled thereto) a sum sufficient to pay such
principal, premium and interest when so becoming due.  The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold
in trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the payment of principal of, premium, if any, or interest on the
Notes and shall notify the Trustee in writing of any default by the Company in
making any such payment.  While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee.  If the Company or a
Subsidiary acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed by the Paying Agent.  Upon
complying with this Section, the Paying Agent (if other than the Company or a
Subsidiary of the Company) shall have no further liability for the money
delivered to the Trustee.  Upon any
bankruptcy or reorganization proceedings relating to the Company, the Trustee
shall serve as Paying Agent for the Notes.


 


Holder
Lists.


 


The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders and
shall otherwise comply with TIA § 312(a). 
If the Trustee is not the Registrar, the Company shall furnish, or cause
the Registrar to furnish, to the Trustee, at least five Business Days before
each interest payment date and at such other times as the Trustee may request
in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders and the Company shall
otherwise comply with TIA §312(a).


 


Transfer
and Exchange.


 


(c)   The Notes shall be issued in registered form
and shall be transferable only upon the surrender of a Note being transferred
for registration of transfer and in compliance with the Appendix.  When a Note is presented to the Registrar
with a request to register a transfer, such Registrar shall register the
transfer as requested if the requirements of this Indenture and Section 8-401(a) of
the Uniform Commercial Code are met. 
When Notes are presented to the Registrar with a request to exchange
them for an equal principal amount of Notes of other denominations, the
Registrar shall make the exchange as requested if the same requirements are
met.


 


No
service charge shall be made for any registration of transfer or exchange or
redemption of the Notes, but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or other similar
governmental charge payable upon exchange or transfer pursuant to Sections
2.10, 3.06, 3.09, 4.10, 4.15 or 9.05 hereof).


 


33

















 


(d)   The Registrar shall not be required to
register the transfer of or exchange any Note selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part.


 


(e)   All Notes issued upon any registration of
transfer or exchange of Notes shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Notes surrendered upon such registration of transfer or
exchange.


 


(f)    The Company shall not be required (A) to
issue, to register the transfer of or to exchange any Notes during a period
beginning at the opening of business 15 days before the day of the mailing of
notice of redemption under Section 3.03 hereof and ending at the close of
business on such day, (B) to register the transfer of or to exchange any
Note so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part or (c) to register the transfer
of or to exchange a Note between a record date and the next succeeding Interest
Payment Date.


 


(g)   Any holder of a beneficial interest in a
Global Note shall, by acceptance of such beneficial interest, agree that
transfers of beneficial interests in such Global Note may be effected only
through a book-entry system maintained by (a) the holder of such Global
Note (or its agent or the person on whose behalf the Global Note is held) or (b) any
Holder of a beneficial interest in such Global Note, and that ownership of
beneficial interest in such Global Note shall be required to be reflected in a
book entry.


 


(h)   Prior to due presentment for the registration
of a transfer of any Note, the Trustee, any Paying Agent, the Registrar and the
Company may deem and treat the Person in whose name any Note is registered as
the absolute owner of such Note for the purpose of receiving payment of
principal of, premium, if any, and interest on such Notes and for all other
purposes, and none of the Trustee, any Paying Agent, the Registrar or the
Company shall be affected by notice to the contrary.


 


(i)    None of the Company, the Trustee, any agent
of the Company or the Trustee (including any Paying Agent or Registrar) will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a global Note
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.


 


(j)    The Trustee shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Note (including any transfers between or
among depositary participants or beneficial owners of interest in any global
security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


 


34

















 


Replacement
Notes.


 


If
a mutilated Note is surrendered to the Registrar or if the Holder of a Note
claims that the Note has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Note if the
requirements of Section 8-405 of the Uniform Commercial Code are met, such
that the Holder (a) satisfies the Company or the Trustee within a
reasonable time after such Holder has notice of such loss, destruction or
wrongful taking and the Registrar does not register a transfer prior to
receiving such notification, (b) makes such request to the Company or the
Trustee prior to the Note being acquired by a protected purchaser as defined in
Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and
(c) satisfies any other reasonable requirements of the Trustee.  If required by the Trustee or the Company,
such Holder shall furnish an indemnity or a security bond sufficient in the
judgment of the Trustee to protect the Company, the Trustee, the Paying Agent
and the Registrar from any loss which any of them may suffer if a Note is
replaced.  The Company and the Trustee
may charge the Holder for their expenses in replacing a Note.


 


Every
replacement Note is an additional obligation of the Company and shall be
entitled to all of the benefits of this Indenture equally and proportionally
with all other Notes duly issued hereunder.


 


The
provisions of this Section 2.07 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, lost, destroyed or wrongfully taken Notes.


 


Outstanding
Notes.


 


Notes
outstanding at any time are all Notes authenticated by the Trustee except for
those canceled by it, those reductions in the interest in a Global Note
effected by the Trustee in accordance with the provisions of this Indenture,
those delivered to it for cancellation and those described in this Section as
not outstanding.  Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.


 


If
a Note is replaced pursuant to Section 2.07 hereof (other than a mutilated
Note surrendered for replacement), it ceases to be outstanding unless the
Trustee and the Company receive proof satisfactory to them that the replaced
Note is held by a protected purchaser.  A
mutilated Note ceases to be outstanding upon surrender of such Note and
replacement thereof pursuant to Section 2.07.


 


If
the principal amount  of any Note is
considered paid under Section 4.01 hereof, it ceases to be outstanding and
interest on it ceases to accrue.


 


If
the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) segregates and holds in trust, in accordance with this Indenture, on a
redemption date or maturity date money sufficient to pay all principal,
premium, if any, and interest payable on that date with respect to the Notes
(or portions thereof) to be redeemed or maturing, as the case may be, and no
Paying Agent is prohibited from paying such money to the Holders on that date pursuant
to the terms of this Indenture, then on and after that date such Notes (or
portions thereof) shall cease to be outstanding and interest on them shall
cease to accrue.


 


35

















 


Treasury
Notes.


 


In
determining whether the Holders of the required principal amount  of Notes have concurred in any direction,
waiver or consent, Notes owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes that the Trustee
knows are so owned shall be so disregarded.


 


Temporary
Notes.


 


In
the event that Definitive Notes are to be issued under the terms of this
Indenture, until such Definitive Notes are ready for delivery, the Company may
prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes.  Temporary
Notes shall be substantially in the form of Definitive Notes but may have
variations that the Company considers appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee. 
Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate Definitive Notes and deliver them in exchange for temporary
Notes upon surrender of such temporary Notes at the office or agency of the
Company, without charge to the Holder.  Until such exchange, temporary Notes shall be
entitled to the same rights, benefits and privileges as Definitive Notes and to
all of the benefits of this Indenture.


 


Cancellation.


 


The
Company at any time may deliver Notes to the Trustee for cancellation.  The Registrar and the Paying Agent shall
forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment.  The
Trustee and no one else shall cancel (subject to the record retention
requirements of the Exchange Act) all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation in accordance with its
customary procedures and, if requested in writing, deliver a certificate of
such destruction to the Company unless the Company directs the Trustee in
writing to deliver canceled Notes to the Company.  The Company may not issue new Notes to
replace Notes that it has redeemed, paid or that have been delivered to the
Trustee for cancellation.  The Trustee
shall not authenticate Notes in place of canceled Notes other than pursuant to
the terms of this Indenture.


 


Defaulted
Interest.


 


If
the Company defaults in a payment of interest on the Notes, the Company shall
pay defaulted interest then borne by the Notes, as the case may be (plus
interest on such defaulted interest at the applicable interest rate on the
Notes to the extent lawful), in any lawful manner.  The Company may pay the defaulted interest to
the Persons who are Holders on a subsequent special record date.  The Company shall fix or cause to be fixed
any such special record date and payment date to the reasonable satisfaction of
the Trustee and shall promptly mail or cause to be mailed to each affected
Holder a notice that states the special record date, the related payment date
and the amount of defaulted interest to be paid.


 


36

















 


CUSIP
or ISIN Numbers.


 


The
Company in issuing the Notes may use “CUSIP”, “ISIN”, or other similar
identification numbers (if then generally in use) and, if so, the Trustee shall
use “CUSIP”, “ISIN” or such other similar identification numbers in notices of
redemption or repurchase as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or the omission of such numbers. 
The Company shall promptly notify the Trustee of any change in the “CUSIP”,
“ISIN” or such other similar identification numbers.


 


Issuance
of Additional Notes.


 


The
Company shall be entitled, subject to its compliance with Section 4.09, to
issue Additional Notes under this Indenture which shall have identical terms as
the Initial Notes issued on the Issue Date, other than with respect to the date
of issuance and issue price.  The Initial
Notes issued on the Issue Date, any Additional Notes and all Exchange Notes
issued in exchange therefor shall be treated as a single class for all purposes
under this Indenture.


 


With
respect to any Additional Notes, the Company shall set forth in a Board
Resolution and an Officers’ Certificate of the Company, a copy of each which
shall be delivered to the Trustee, the following information:


 


(1)   the
aggregate principal amount  of such
Additional Notes to be authenticated and delivered pursuant to this Indenture;


 


(2)   the
issue price, the issue date and the “CUSIP”, “ISIN” or other similar
identification numbers of such Additional Notes; provided, however,
that no Additional
Notes may be issued at a price that would cause such Additional Notes to have “original
issue discount” within the meaning of Section 1273 of the Code; and


 


(3)   whether such Additional Notes shall be Transfer Restricted Notes
and issued in the form of Initial Notes as set forth in the Appendix to this
Indenture or shall be issued in the form of Exchange Notes as set forth in Exhibit A
or Exhibit B, as the case may be, to the Appendix.


 


Calculation
of Amounts.


 


The
maximum amount of Indebtedness, Investments and other threshold amounts
that the Company and its Restricted Subsidiaries may incur shall not be deemed
to be exceeded, with respect to any outstanding Indebtedness, Investments
and other threshold amounts solely as a result of fluctuations in the exchange
rate of currencies.  When calculating
capacity for the incurrence of additional Indebtedness, Investments and
other threshold amounts by the Company and its Restricted Subsidiaries, the
exchange rate of currencies shall be measured as of the date of such
calculation.


 


37

















 


ARTICLE 3


 


REDEMPTION
AND PREPAYMENT


 


Notices
to Trustee.


 


If
the Company elects to redeem the Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it shall notify the Trustee in writing
of (i) the Section of this Indenture pursuant to which the redemption
shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed, (iv) the redemption price and (v) the “CUSIP”, “ISIN”
or other similar identification numbers of the Notes to be redeemed.  The Company shall give notice to the Trustee
provided for in this paragraph at least 40 days but not more than
60 days before a redemption date if the redemption is pursuant to Section 3.07
hereof, unless a shorter period is acceptable to the Trustee.  Such notice shall be accompanied by an
Officers’ Certificate and Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein.  If fewer than all the Notes are to be
redeemed, the record date relating to such redemption shall be selected by the
Company and given to the Trustee, which record date shall be not fewer than
15 days after the date of notice to the Trustee.  Any such notice may be canceled at any time
prior to notice of such redemption being mailed to any Holder and shall thereby
be void and of no effect.


 


Selection
of Notes to Be Redeemed.


 


If
less than all of the Notes are to be redeemed or purchased in an offer to
purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate.  In the event of partial redemption by lot,
the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for
redemption.


 


The
Trustee shall promptly notify the Company in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount to be redeemed. Notes and portions of Notes selected shall be
in amounts of $1,000  or whole multiples
of $1,000; provided that no Notes of a principal amount of $2,000 or less shall
be redeemed in part. The provisions of this Indenture that apply to Notes
called for redemption also apply to portions of Notes called for redemption.


 


Notice
of Redemption.


 


Subject
to the provisions of Section 3.09 hereof, at least 30 days but not more
than 60 days before a redemption date, the Company shall mail or cause to be
mailed, by first class mail, a notice of redemption to each Holder whose Notes are
to be redeemed at its registered address.


 


The
notice shall identify the Notes to be redeemed, including “CUSIP”, “ISIN” or
other similar identification numbers, if any, and shall state:


 


38

















 


(a)   the redemption date;


 


(b)   the redemption price and the amount of
accrued interest to the redemption date;


 


(c)   if any Note is being redeemed in part, the
portion of the principal amount  of such
Note to be redeemed and that, after the redemption date upon surrender of such
Note, a new Note or Notes in principal amount 
equal to the unredeemed portion 
shall be issued upon cancellation of the original Note;


 


(d)   the name and address of the Paying Agent;


 


(e)   that Notes called for redemption must be
surrendered to the Paying Agent to collect the redemption price, plus accrued
interest;


 


(f)    that, unless the Company defaults in making
such redemption payment or any Paying Agent is prohibited from making such
payment pursuant to the terms of this Indenture, interest on Notes (or portion
thereof) called for redemption ceases to accrue on and after the redemption
date;


 


(g)   the paragraph of the Notes and/or Section of
this Indenture pursuant to which the Notes called for redemption are being
redeemed; and


 


(h)   that no representation is made as to the
correctness or accuracy of the “CUSIP”, “ISIN” or other similar identification
number, if any, listed in such notice or printed on the Notes.


 


At
the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at the Company’s expense; provided, however, that the Company shall have
delivered to the Trustee, at least 45 days prior to the redemption date (unless
a shorter period shall be acceptable to the Trustee), an Officers’ Certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.


 


Effect
of Notice of Redemption.


 


Once
notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price stated in the notice. A notice of
redemption may not be conditional.  Upon
surrender to any Paying Agent, such Notes shall be paid at the redemption price
stated in the notice, plus accrued interest, to the redemption date; provided, however, that if the
redemption date is after a regular record date and on or prior to the interest
payment date, the accrued interest shall be payable to the Holder of the redeemed
Notes registered on the relevant record date. 
Failure to give notice or any defect in the notice to any Holder shall
not affect the validity of the notice to any other Holder.


 


39

















 


Deposit
of Redemption Price.


 


With
respect to any Notes, prior to 10:00 a.m., New York City time, on the
redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Wholly-Owned Subsidiary is a Paying Agent, shall segregate and
hold in trust) money sufficient to pay the redemption price of and accrued
interest, on all Notes or portions thereof to be redeemed on that date other
than Notes or portions of Notes called for redemption that have been delivered
by the Company to the Trustee for cancellation. 
On and after the redemption date, interest shall cease to accrue on
Notes or portions thereof called for redemption so long as the Company has
deposited with the Paying Agent funds sufficient to pay the principal of, plus
accrued and unpaid interest on, the Notes to be redeemed, unless the Paying
Agent is prohibited from making such payment pursuant to the terms of this
Indenture.


 


Notes
Redeemed in Part.


 


Upon
surrender of a Note that is redeemed in part, the Company shall issue and, upon
the Company’s written request, the Trustee shall authenticate for the Holder at
the expense of the Company a new Note equal in principal amount  to the unredeemed portion of the Note
surrendered.


 


Optional
Redemption.


 


(i)    Optional Redemption.  Except as provided in Sections 3.07(b) and
(c) hereof, the Notes, shall not be redeemable at the Company’s option
prior to November 15, 2013. On or after November 15, 2013, the Notes
shall be subject to redemption at any time at the option of the Company, in
whole or in part, upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of principal amount  thereof) set forth below plus accrued and
unpaid interest and additional amounts, if any, to the applicable redemption
date (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date) to the applicable
redemption date, if redeemed during the twelve month period commencing on November 15
of the year set forth below:


 


	
  Year

  	
   

  	
  Percentage of

  Principal Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
  105.625

  	
  %

  
	
  2014

  	
   

  	
  103.750

  	
  %

  
	
  2015

  	
   

  	
  101.875

  	
  %

  
	
  2016 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(j)    In addition, prior to November 15,
2013, the Company may redeem the Notes, at its option, in whole at any time or
in part from time to time, upon not less than 30 nor more than 60 days’ prior
notice mailed by first-class mail to each Holder’s registered address, at a
redemption price equal to 100% of the principal amount of the Notes redeemed
plus the Applicable Premium as of, and accrued and unpaid interest and
additional amounts, if any to the applicable redemption date (subject to the
right of the Holders of record on the relevant record date to receive interest
due on the relevant interest payment date).


 


40
















 


(k)          Notwithstanding the foregoing, prior to November 15, 2013, the
Company may at its option on one or more occasions redeem the Notes (which
includes Additional Notes, if any) in an aggregate principal amount not to
exceed 35% of the aggregate principal amount of the Notes (which includes
Additional Notes, if any) originally issued at a redemption price (expressed as
a percentage of the principal amount) of 107.5%, plus accrued and unpaid
interest to the applicable redemption date, with the net cash proceeds from one
or more Equity Offerings; provided,
however, that (1) at least 65% of the aggregate principal
amount of the Notes remain outstanding immediately after the occurrence of each
such redemption (other than Notes held, directly or indirectly, by the Company
or its Affiliates); and (2) each such redemption occurs within 60 days
after the date of the related Equity Offering.


 


(l)             Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Sections 3.01 through 3.06 hereof.


 


Mandatory
Redemption; Open Market Purchases.


 


The
Company shall not be required to make any mandatory redemption or sinking fund
payments with respect to the Notes.  The
Company may at any time and from time to time purchase Notes in the open market
or otherwise.


 


Offer
to Purchase by Application of Net Proceeds Offer Amount.


 


In
the event that, pursuant to Section 4.10 hereof, the Company shall be
required to commence a Net Proceeds Offer (as defined in Section 4.10
hereof), it shall follow the procedures specified below.


 


The
Net Proceeds Offer shall remain open for a period of 20 Business Days following
its commencement or such longer period as may be required by applicable law
(the “Offer Period”). No later than five Business Days after the termination of
the Offer Period (the “Purchase Date”), the Company shall purchase the Net
Proceeds Offer Amount or, if less than the Net Proceeds Offer Amount has been
tendered, all Notes tendered in response to the Net Proceeds Offer.  Payment for any Notes so purchased shall be
made in the same manner as interest payments are made.


 


If
the Purchase Date is on or after an interest record date and on or before the
related interest payment date, any accrued and unpaid interest shall be paid to
the Person in whose name a Note is registered at the close of business on such
record date, and no additional interest shall be payable to Holders who tender
Notes pursuant to the Net Proceeds Offer.


 


Upon
the commencement of a Net Proceeds Offer, the Company shall send, by first class
mail, a notice to the Trustee and each of the Holders, with a copy to the
Trustee. The notice shall contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Net Proceeds Offer. The Net
Proceeds Offer shall be made to all Holders. The notice, which shall govern the
terms of the Net Proceeds Offer, shall state:


 


(m)       that
the Net Proceeds Offer is being made pursuant to this Section 3.09 and Section 4.10
hereof and the length of time the Net Proceeds Offer shall remain open and, if
the Net Proceeds Offer is also made to holders of Pari Passu Indebtedness of
the Company or


 


41

















 


Indebtedness of a
Restricted Subsidiary of the Company pursuant to Section 4.10 hereof, the
notice shall identify such Pari Passu Indebtedness or Indebtedness and state
that the Net Proceeds Offer is also made to holders of such Pari Passu
Indebtedness or Indebtedness;


 


(n)         the
Net Proceeds Offer Amount, the purchase price and the Purchase Date;


 


(o)         that
any Note not tendered or accepted for payment shall continue to accrue
interest;


 


(p)         that,
unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Net Proceeds Offer shall cease to accrue interest after
the Purchase Date;


 


(q)         that
Holders electing to have a portion of a Note purchased pursuant to a Net
Proceeds Offer may only elect to have such Note purchased in integral multiples
of $1,000;


 


(r)            that Holders electing to have a Note purchased pursuant to any Net
Proceeds Offer shall be required to surrender the Note, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of the Note completed, or transfer
by book-entry transfer, to the Company, a depositary, if appointed by the
Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;


 


(s)          that Holders shall be entitled to withdraw their election if the Company,
the depositary or the Paying Agent, as the case may be, receives, not later
than the expiration of the Offer Period, a facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Note the
Holder delivered for purchase and a statement that such Holder is withdrawing
his election to have such Note purchased;


 


(t)            that, if the aggregate principal amount of the Notes surrendered by
Holders and Pari Passu Indebtedness of the Company or Indebtedness of a
Restricted Subsidiary of the Company surrendered by the holders thereof exceeds
the Offer Amount, the Company shall select the Notes and Pari Passu
Indebtedness of the Company or Indebtedness of a Restricted Subsidiary of the
Company to be purchased on a pro rata basis (based on the amounts of Notes and
such Pari Passu Indebtedness of the Company and Indebtedness of a Restricted
Subsidiary of the Company tendered and with such adjustments as may be deemed
appropriate by the Company so that only Notes or Pari Passu Indebtedness of the
Company or Indebtedness of a Restricted Subsidiary of the Company in
denominations of $1,000 or integral multiples thereof shall be purchased); provided that no notes of $2,000 or less shall be tendered
in part; and


 


(u)         that
Holders whose Notes were purchased only in part shall be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer).


 


On
or before the Purchase Date, the Company shall, to the extent lawful, accept
for payment, on a pro rata basis to the extent necessary, the Net Proceeds
Offer Amount of Notes and Pari Passu Indebtedness of the Company or
Indebtedness of a Restricted Subsidiary of the Company or portions thereof
tendered pursuant to the Net Proceeds Offer, or if less than the Net Proceeds
Offer Amount has been tendered, all Notes and Pari Passu Indebtedness of the
Company or Indebtedness of a Restricted Subsidiary of the Company or portions
thereof


 


42

















 


tendered,
and shall deliver to the Trustee an Officers’ Certificate stating that such
Notes or such Pari Passu Indebtedness of the Company or Indebtedness of a
Restricted Subsidiary of the Company or portions thereof were accepted for
payment by the Company in accordance with the terms of this Section 3.09.  The Company, the Depository or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an
amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a
new Note, and the Trustee, upon written request from the Company, shall
authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered. Any Note not
so accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company shall publicly announce the results of the Net Proceeds
Offer on the Purchase Date.


 


Other
than as specifically provided in this Section 3.09, any purchase pursuant
to this Section 3.09 shall be made pursuant to the provisions of Sections
3.01 through 3.06 hereof.


 


To
the extent that the provisions of any securities laws or regulations conflict
with this Section 3.09 or Section 4.10 hereof, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 3.09 or Section 4.10
hereof if the Company so complies.


 


ARTICLE 4


 


COVENANTS


 


Payment
of Notes.


 


The
Company shall pay or cause to be paid the principal amount, premium, if any,
and interest on the Notes on the dates and in the manner provided in the Notes.
The principal amount, premium, if any, and interest shall be considered paid on
the date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, holds as of 10:00 a.m. New York time on the due date money
deposited by the Company in immediately available funds and designated for and
sufficient to pay the principal amount, premium, if any, and interest then due.
The Company shall pay all Additional Interest, if any, in the same manner on
the same dates and in the amounts set forth in the Registration Rights
Agreement.


 


The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at a rate equal to the then
applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including postpetition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.


 


Maintenance
of Office or Agency.


 


(a)          The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or any Registrar) where Notes may be surrendered for
registration of transfer or for exchange and where


 


43

















 


notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.


 


(b)         The
Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, the
City of New York for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency.


 


(c)          The Company hereby designates the Corporate Trust Office of the Trustee
or its Agent, in the Borough of Manhattan, The City of New York, as such
office or agency of the Company in accordance with Section 2.03 hereof.


 


Reports.


 


(d)         Whether
or not required by the rules and regulations of the SEC, so long as any
Notes are outstanding, the Company shall furnish to the Holders of Notes, if
not filed electronically with the SEC (i) all quarterly and annual
financial information that would be required to be contained in a filing with
the SEC on Forms 10-Q and 10-K if the Company were required to file such forms,
including a “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” that describes the financial condition and results of
operations of the Company and its consolidated Subsidiaries (showing in
reasonable detail, either on the face of the financial statements or in the
footnotes thereto and in Management’s Discussion and Analysis of Financial
Condition and Results of Operations, the financial condition and results of
operations of the Company and its consolidated Subsidiaries) and, with respect
to the annual information only, a report thereon by the Company’s certified
independent accountants and (ii) all current reports that would be
required to be filed with the SEC on Form 8-K if the Company were required
to file such reports, in each case, within the time periods specified in the SEC’s
rules and regulations.  The filing
of such reports with the SEC shall constitute delivery thereof to the Holders
of the Notes. Whether or not required by the rules and regulations of the
SEC, the Company shall file a copy of all such information and reports with the
SEC for public availability within the time periods specified in the SEC’s rules and
regulations (unless the SEC will not accept such a filing).  The Company shall not take any action for the
purpose of causing the SEC not to accept any such filings. If, notwithstanding
the foregoing, the SEC will not accept the Company’s filings for any reason,
the Company shall post the reports referred to in the preceding paragraph on
its website within the time periods that would apply if the Company were
required to file those reports with the SEC. 
Notwithstanding the foregoing, such requirements shall be deemed
satisfied prior to the commencement of the Registered Exchange Offer or the
effectiveness of the Shelf Registration Statement by the filing when required
with the SEC of the Exchange Offer Registration Statement (as defined in the
Registration Rights Agreement) and/or Shelf Registration Statement, and any
amendments thereto, with such


 


44

















 


financial information that
satisfies Regulation S-X of the Securities Act. 
The Company shall at all times comply with TIA § 314(a).


 


(e)          For so long as any Notes remain outstanding, the Company and the
Guarantors shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


(f)            Should the Company deliver to the Trustee any such information, reports
or certificates or any annual reports, information, documents and other reports
pursuant to TIA § 314(a), delivery of such information, reports or certificates
or any annual reports, information, documents and other reports to the Trustee
is for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).


 


Compliance
Certificate.


 


(g)         The
Company and each Guarantor (to the extent that such Guarantor is so required
under the TIA) shall deliver to the Trustee, within 90 days after the end of
each fiscal year, an Officers’ Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained
in this Indenture and is not in default in the performance or observance of any
of the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto. For
purposes of this paragraph, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this
Indenture.  The Company also shall comply
with Section 314(a)(4) of the TIA.


 


(h)         The
Company shall, so long as any of the Notes are outstanding, deliver to the
Trustee, forthwith upon any Officer becoming aware of any Default or Event of
Default, an Officers’ Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.


 


[Intentionally
Omitted].


 


45

















 


Stay,
Extension and Usury Laws.


 


The
Company and each of the Guarantors covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Company and each of the Guarantors (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it shall not, hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law has been enacted.


 


Restricted
Payments.


 


The
Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly:


 


(1)          declare or pay any dividend or make any distribution
on or in respect of shares of the Company’s or any Restricted Subsidiary’s
Capital Stock to holders of such Capital Stock, including any payment in
connection with any merger or consolidation involving the Company or any of its
Restricted Subsidiaries (other than dividends or distributions payable in
Qualified Capital Stock of the Company or in options, warrants or other rights
to purchase such Qualified Capital Stock and dividends or distributions payable
to the Company or a Restricted Subsidiary and other than pro rata dividends or
other distributions made by a Subsidiary that is not a Wholly-Owned Subsidiary
to minority stockholders (or owners of an equivalent interest in the case of a
Subsidiary that is an entity other than a corporation));


 


(2)          purchase, redeem or otherwise acquire or
retire for value any (i) Capital Stock of the Company, (ii) Capital
Stock of any direct or indirect parent of the Company held by Persons other
than the Company, (iii) Capital Stock of a Restricted Subsidiary of the
Company held by any Affiliate of the Company (other than a Restricted
Subsidiary of the Company) or (iv) warrants, rights or options to purchase
or acquire shares of any class of such Capital Stock;


 


(3)          make any principal payment on, purchase,
defease, redeem, prepay, decrease or otherwise acquire or retire for value,
prior to any scheduled final maturity, scheduled repayment or scheduled sinking
fund payment, any Indebtedness of the Company, or of any Guarantor, that is
subordinate or junior in right of payment to the Notes or any Guarantee, as
applicable (other than the purchase, defeasance or other acquisition of such
Indebtedness purchased in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of
such purchase, defeasance or other acquisition); or


 


(4)          make any Investment (other than Permitted
Investments) (each of the foregoing actions set forth in clauses (1), (2), (3) and
(4) being referred to as a “Restricted Payment”);


 


if
at the time of such Restricted Payment or immediately after giving effect
thereto:


 


(i)                                     a Default or an Event of Default shall have occurred and be continuing
(or would result therefrom); or


 


(ii)                                  the Company is not able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.09
hereof; or


 


46

















 


(iii)                               the aggregate amount of Restricted Payments (including such proposed
Restricted Payment) declared or made subsequent to July 1, 2007 (other
than Restricted Payments made pursuant to clauses (2), (3), (4), (5), (6), (7),
(8), (9), (10), (11) and (12) of the following paragraph) shall exceed the sum
of, without duplication:


 


(u) 50% of the cumulative Consolidated Net
Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of
such loss) of the Company earned subsequent to July 1, 2007 and on or
prior to the date the Restricted Payment occurs (the “Reference Date”)
(treating such period as a single accounting period); plus


 


(v) 100% of the aggregate net cash proceeds
(including the fair market value of property other than cash that would
constitute Marketable Securities or a Permitted Business) received by the
Company from any Person (other than (1) a Subsidiary of the Company and (2) Excluded
Contributions) from the issuance and sale subsequent to July 1, 2007 and
on or prior to the Reference Date of Qualified Capital Stock of the Company;
plus


 


(w) without duplication of any amounts included
in clause (iii)(v) above, 100% of the aggregate net cash proceeds of any
equity contribution received subsequent to July 1, 2007 by the Company
from a holder of the Company’s Capital Stock (other than Excluded
Contributions) (excluding, in the case of clauses (iii)(v) and this
(iii)(w), any net cash proceeds from an Equity Offering to the extent used to
redeem the Notes in compliance with the provisions set forth under Section 3.07(c) hereof);
plus


 


(x) the amount by which Indebtedness of the
Company is reduced on the Company’s balance sheet upon the conversion or
exchange subsequent to July 1, 2007 of any Indebtedness of the Company for
Qualified Capital Stock of the Company (less the amount of any cash, or the
fair value of any other property, distributed by the Company upon such
conversion or exchange); provided,
however, that the foregoing amount shall not exceed the net cash
proceeds received by the Company or any Restricted Subsidiary from the sale of
such Indebtedness (excluding net cash proceeds from sales to a Subsidiary of
the Company or to an employee stock ownership plan or a trust established by
the Company or any of its Subsidiaries for the benefit of their employees);
plus


 


(y) an amount equal to the sum of (I) 100%
of the aggregate net proceeds (including the fair market value of property
other than cash that would constitute Marketable Securities or a Permitted
Business) received by the Company or any Restricted Subsidiary (A) from
any sale or other disposition of any Investment (other than a Permitted
Investment) in any Person (including an Unrestricted Subsidiary) made by the
Company and its Restricted Subsidiaries and (B) representing the return of
capital or principal (excluding dividends and distributions otherwise included
in Consolidated Net Income) with respect to such Investment, and (II) the
portion (proportionate to the Company’s equity interest in an Unrestricted
Subsidiary) of the fair market value of the net assets of an


 


47

















 


Unrestricted
Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted
Subsidiary; provided, however,
that, in the case of item (II), the foregoing sum shall not exceed, in the case
of any Unrestricted Subsidiary, the amount of Investments (excluding Permitted
Investments) previously made (and treated as a Restricted Payment) by the
Company or any Restricted Subsidiary in such Unrestricted Subsidiary and; provided  further, that no
amount will be included under this clause (y) to the extent it is already
included in Consolidated Net Income; plus


 


(z) $25,000,000.


 


Notwithstanding
the foregoing, the provisions set forth in the immediately preceding paragraph
shall not prohibit:


 


(1)                                  the payment of any dividend or the
consummation of any irrevocable redemption within 60 days after the date of
declaration of such dividend or notice of such redemption if the dividend or
payment of the redemption price, as the case may be, would have been permitted
on the date of declaration or notice;


 


(2)          any Restricted Payment made out of the net
cash proceeds of the substantially concurrent sale of, or made by exchange for,
Qualified Capital Stock of the Company (other than Capital Stock issued or sold
to a Subsidiary of the Company or an employee stock ownership plan or to a
trust established by the Company or any of its Subsidiaries for the benefit of
their employees) or a substantially concurrent cash capital contribution
received by the Company from its shareholders; provided, however,
that the net cash
proceeds from such sale or such cash capital contribution (to the extent so
used for such Restricted Payment) shall be excluded from the calculation of
amounts under clauses (iii)(w) and (iii)(x) of the immediately
preceding paragraph;


 


(3)          the acquisition of any Indebtedness of the
Company or a Guarantor that constitutes a Subordinated Obligation to the Notes
or the applicable Guarantee through the application of net proceeds of a
substantially concurrent sale for cash (other than to a Subsidiary of the
Company) of Refinancing Indebtedness that constitutes a Subordinated Obligation
to the Notes or the applicable Guarantee;


 


(4)          if no Default or Event of Default shall have
occurred and be continuing or would occur as a consequence thereof, the
declaration and payment of dividends to holders of any class or series of
Designated Preferred Stock (other than Disqualified Capital Stock), issued
after the Issue Date; provided that, at the time of the issuance of such
stock, the Company, after giving effect to such issuance on a pro forma basis,
would have had a Consolidated Fixed Charge Coverage Ratio of at least 2.0 to
1.0;


 


(5)          the purchase, redemption or other acquisition,
cancellation or retirement for value of Capital Stock, or options, warrants,
equity appreciation rights or other rights to purchase or acquire Capital Stock
of the Company or any Restricted Subsidiary or any direct or indirect parent of
the Company held by any existing or former employees or management of the
Company or any Subsidiary of the Company, or their assigns, estates or heirs,
in each case in 


 


48

















 


connection
with the repurchase provisions of employee stock option or stock purchase
agreements or other agreements to compensate management employees, or upon the
death, disability, retirement, severance or termination of employment of
management employees; provided
that all such redemptions or repurchases pursuant to this clause (5) shall
not exceed in any fiscal year the sum of (A) $5.0 million plus (B) any
amounts not utilized in any preceding fiscal year following the Issue Date that
were otherwise available under this clause for such purchases (which aggregate
amount shall be increased by the amount of any net cash proceeds received from
the sale since the Issue Date of Capital Stock (other than Disqualified Capital
Stock) to members of the Company’s management team that have not otherwise been
applied to the payment of Restricted Payments pursuant to the terms of clause (iii) of
the immediately preceding paragraph or clause (2) of this paragraph and by
the cash proceeds of any “key-man” life insurance policies which are used to
make such redemptions or repurchases); provided,
further, that the cancellation of Indebtedness owing to the Company from members
of management of the Company or any of its Restricted Subsidiaries in
connection with any repurchase of Capital Stock of the Company (or warrants or
options or rights to acquire such Capital Stock) will not be deemed to
constitute a Restricted Payment under this Indenture;


 


(6)          repurchases of Capital Stock deemed to occur
upon the exercise of stock options, warrants or other convertible securities if
such Capital Stock represents a portion of the exercise price thereof;


 


(7)          additional Restricted Payments in an aggregate
amount not to exceed $30.0 million;


 


(8)          payments of dividends on Disqualified Capital
Stock issued in compliance with Section 4.09 hereof;


 


(9)          if no Default or Event of Default shall have
occurred and be continuing, Restricted Payments made with Net Cash Proceeds
from Asset Sales remaining after application thereof as required by Section 4.10
hereof (including after the making by the Company of any Net Proceeds Offer
required to be made by the Company pursuant to such Section 4.10 and the
application of the entire Net Proceeds Offer Amount to purchase Notes tendered
therein);


 


(10)    upon the occurrence of a Change of Control and
within 60 days after the completion of the Change of Control Offer pursuant to Section 4.15
hereof (including the purchase of all Notes tendered), any purchase or
redemption of Obligations of the Company that are subordinate or junior in
right of payment to the Notes required pursuant to the terms thereof as a
result of such Change of Control at a purchase or redemption price not to
exceed 101% of the outstanding principal amount thereof, plus accrued and
unpaid interest thereon, if any; provided, however, that (A) at the time of such purchase or
redemption, no Default or Event of Default shall have occurred and be
continuing (or would result therefrom), (B) the Company would be able to
incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with Section 4.09 hereof after giving pro
forma effect to such Restricted Payment and (C) such purchase or
redemption is not made, directly or indirectly, from the proceeds of (or made
in anticipation of) any issuance of Indebtedness by the Company or any
Subsidiary;


 


(11)                            Investments that are made with Excluded
Contributions; and


 


49

















 


(12)                            the repayment of the Senior Subordinated
Notes.


 


In
determining the aggregate amount of Restricted Payments made subsequent to the
Issue Date in accordance with clause (iii) of the immediately preceding paragraph
of this Section 4.07, (a) amounts expended pursuant to clause (1) of
the immediately preceding paragraph shall be included in such calculation, and (b) amounts
expended pursuant to clauses (2), (3), (4), (5), (6), (7), (8), (9), (10), (11)
and (12) of the immediately preceding paragraph shall be excluded from such
calculation.


 


The
Board of Directors of the Company may designate any Restricted Subsidiary of
the Company to be an Unrestricted Subsidiary as specified in the definition of “Unrestricted
Subsidiary”.  For purposes of making such
determination, all outstanding Investments by the Company and its Restricted
Subsidiaries (except to the extent repaid in cash) in the Subsidiary so
designated shall be deemed to be Restricted Payments at the time of the
designation and shall reduce the amount available for Restricted Payments under
the first paragraph of this Section 4.07. 
All of those outstanding Investments shall be deemed to constitute
Investments in an amount equal to the fair market value of the Investments at
the time of such designation.  Such
designation shall only be permitted if the Restricted Payment would be
permitted at the time and if the Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.


 


Dividend
and Other Payment Restrictions Affecting Subsidiaries.


 


The
Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or permit to
exist or become effective any consensual encumbrance or consensual restriction
on the ability of any Restricted Subsidiary of the Company to: (a) pay
dividends or make any other distributions on or in respect of its Capital Stock
(it being understood that the priority of any Preferred Stock in receiving
dividends or liquidating distributions prior to dividends or liquidating
distributions being paid on Common Stock shall not be deemed a restriction on
the ability to make distributions on Capital Stock); (b) make loans or
advances or pay any Indebtedness or other obligation owed to the Company or any
Guarantor (it being understood that the subordination of loans or advances made
to the Company or any Guarantor to other Indebtedness incurred by the Company
or any Guarantor shall not be deemed a restriction on the ability to make loans
or advances); or (c) transfer any of its property or assets to the Company
or any Guarantor, except, with respect to clauses (a), (b) and (c), for
such encumbrances or restrictions existing under or by reason of: (1) applicable
law; (2) this Indenture; (3) non-assignment provisions of any
contract or any lease of any Restricted Subsidiary of the Company entered into
in the ordinary course of business; (4) any instrument governing Acquired
Indebtedness, which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person or the
properties or assets of the Person so acquired; (5) the Credit Facility as
in effect on the Issue Date or any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof; provided that any
restrictions imposed pursuant to any such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing are
ordinary and customary with respect to syndicated bank loans (under the
relevant circumstances), as determined in good faith by the Company’s Board of
Directors, which determination will be conclusive; (6) agreements existing
on the Issue Date to the extent and in the manner such agreements are in effect
on the Issue Date; (7) restrictions on the transfer of


 


50

















 


assets
subject to any Lien permitted under this Indenture imposed by the holder of
such Lien; (8) restrictions imposed by any agreement to sell assets or
Capital Stock of a Restricted Subsidiary permitted under this Indenture to any
Person pending the closing of such sale; (9) any agreement or instrument
governing Capital Stock of any Person that is acquired; (10) any Purchase
Money Note or other Indebtedness or other contractual requirements of a
Securitization Entity in connection with a Qualified Securitization
Transaction, as determined in good faith by the Company’s Board of Directors,
which determination will be conclusive; provided
that such restrictions apply only to such Securitization Entity; (11) other
Indebtedness outstanding on the Issue Date or permitted to be issued or
incurred under this Indenture; provided
that any such restrictions are ordinary and customary with respect to the type
of Indebtedness being incurred (under the circumstances), as determined in good
faith by the Company’s Board of Directors, which determination will be
conclusive; (12) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business; and
(13) any encumbrances or restrictions imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings of the contracts, instruments or obligations referred to in
clauses (2) through (4) and (6) through (12)  above; provided
that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are, in the good faith
judgment of the Company’s Board of Directors (evidenced by a Board Resolution)
whose judgment shall be conclusively binding, not materially more restrictive
with respect to such dividend and other payment restrictions than those
contained in the dividend or other payment restrictions prior to such
amendment, modification, restatement, renewal, increase, supplement, refunding,
replacement or refinancing.


 


Incurrence
of Indebtedness.


 


The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee, acquire,
become liable, contingently or otherwise, with respect to, or otherwise become
responsible for payment of (collectively, “incur”) any Indebtedness (other than
Permitted Indebtedness); provided,
however, that if no Default or Event of Default shall have occurred
and be continuing at the time of or as a consequence of the incurrence of any
such Indebtedness, the Company and the Guarantors may incur Indebtedness
(including, Acquired Indebtedness), and Restricted Subsidiaries of the Company
that are not Guarantors may incur Acquired Indebtedness in an aggregate amount
not to exceed $20.0 million at any time outstanding, in each case if on the date
of the incurrence of such Indebtedness, after giving effect to the incurrence
thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have
been greater than 2.0 to 1.0.  The
maximum amount of Indebtedness that the Company and its Restricted Subsidiaries
may incur pursuant to this Section 4.09 shall not be deemed to be
exceeded, with respect to any outstanding Indebtedness, solely as a result of
fluctuations in the exchange rate of currencies.  When calculating capacity for the incurrence
of additional Indebtedness by the Company and its Restricted Subsidiaries
pursuant to this covenant the exchange rate of currencies shall be measured as
of the date of such calculation.


 


51
















 


Asset
Sales.


 


The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless: (i) the Company or the applicable
Restricted Subsidiary, as the case may be, receives consideration at the time
of such Asset Sale at least equal to the fair market value of the assets sold
or otherwise disposed of (as determined in good faith by the Company’s Board of
Directors, which determination will be conclusive); (ii) at least 75% of
the consideration received by the Company or the Restricted Subsidiary, as the
case may be, from such Asset Sale shall be in the form of cash or Cash
Equivalents; provided, however,
that the amount of: (a) any liabilities (as shown on the Company’s or such
Restricted Subsidiary’s most recent balance sheet) of the Company or such
Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Notes) that are assumed by the transferee of any such
assets; (b) any notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are converted by the
Company or such Restricted Subsidiary into cash within 180 days of the receipt
thereof (to the extent of the cash received); and (c) any Designated
Noncash Consideration received by the Company or any of its Restricted
Subsidiaries in such Asset Sale having an aggregate fair market value, taken
together with all other Designated Noncash Consideration received pursuant to
this clause (c) that is at that time outstanding, not to exceed 5% of
Total Assets at the time of the receipt of such Designated Noncash
Consideration (with the fair market value of each item of Designated Noncash
Consideration being measured at the time received and without giving effect to
subsequent changes in value), shall, in each of (a), (b) and (c) above,
be deemed to be cash for the purposes of this provision or for purposes of the
second paragraph of this Section 4.10; and (iii) upon the
consummation of an Asset Sale, the Company shall apply, or cause such Restricted
Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within
365 days of receipt thereof (A) to prepay any Pari Passu Indebtedness of
the Company or a Guarantor (including the Notes) or any Indebtedness (other
than Disqualified Capital Stock) of a Restricted Subsidiary that is not a
Guarantor and, in the case of any such Indebtedness under any revolving credit
facility, effect a corresponding reduction in the availability under such
revolving credit facility (or effect a permanent reduction in the availability
under such revolving credit facility regardless of the fact that no prepayment
is required in order to do so (in which case no prepayment should be
required)), (B) to reinvest in Productive Assets (provided that this requirement shall
be deemed satisfied if the Company or such Restricted Subsidiary by the end of
such 365-day period has entered into a binding agreement under which it is
contractually committed to reinvest in Productive Assets and such investment is
consummated within 120 days from the date on which such binding agreement is
entered into and, with respect to the amount of such investment, the reference
to the 366th day after an Asset Sale in the first sentence of the following
paragraph shall be deemed to be a reference to the 121st day after the date on
which such binding agreement is entered into (but only if such 121st day occurs
later than such 366th day)), or (C) a combination of prepayment and
investment permitted by the foregoing clauses (iii)(A) and (iii)(B).  Pending the final application of any such Net
Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce
Indebtedness under a revolving credit facility, if any, or otherwise invest
such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset
Sale or such earlier date, if any, as the Board of Directors of the Company or
of such Restricted Subsidiary determines by Board Resolution not to apply the
Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A),
(iii)(B) and (iii)(C) of the next preceding sentence (each, a “Net
Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which
have not been applied on or before such Net Proceeds Offer Trigger Date as
permitted in clauses (iii)(A), 


 


52

















 


(iii)(B) and
(iii)(C) of the preceding paragraph (each a “Net Proceeds Offer Amount”)
shall be applied by the Company or such Restricted Subsidiary to make an offer
to purchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer
Payment Date”) not less than 30 nor more than 60 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders and holders of any other Pari
Passu Indebtedness of the Company or a Restricted Subsidiary of the Company
requiring the making of such an offer, on a pro rata basis, the maximum amount
of Notes and such other Pari Passu Indebtedness that may be purchased with the
Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or,
in the event such other Pari Passu Indebtedness of the Company or Indebtedness
of a Restricted Subsidiary of the Company was issued with significant original
issue discount, 100% of the accreted value thereof), plus accrued and unpaid
interest thereon, if any, to the date of purchase (or, in respect of such other
Pari Passu Indebtedness of the Company or Indebtedness of a Restricted
Subsidiary of the Company, such lesser price, if any, as may be provided for by
the terms of such Pari Passu Indebtedness of the Company or Indebtedness of a
Restricted Subsidiary of the Company); provided,
however, that if at any time any non-cash consideration (including any
Designated Noncash Consideration) received by the Company or any Restricted
Subsidiary of the Company, as the case may be, in connection with any Asset
Sale is converted into or sold or otherwise disposed of for cash (other than
interest received with respect to any such non-cash consideration), then such
conversion or disposition shall be deemed to constitute an Asset Sale hereunder
and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10.
Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than
$15.0 million, the application of the Net Cash Proceeds constituting such Net
Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time
as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds
Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating
to such initial Net Proceeds Offer Amount from all Asset Sales by the Company
and its Restricted Subsidiaries aggregates at least $15.0 million, at which
time the Company or such Restricted Subsidiary shall apply all Net Cash
Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred
to make a Net Proceeds Offer (the first date the aggregate of all such deferred
Net Proceeds Offer Amounts is equal to $15.0 million or more shall be deemed to
be a Net Proceeds Offer Trigger Date).


 


Notwithstanding
the immediately preceding two paragraphs, the Company and its Restricted
Subsidiaries shall be permitted to consummate an Asset Sale without complying
with such paragraph to the extent that: (i) at least 75% of the
consideration for such Asset Sale constitutes Productive Assets, cash, Cash
Equivalents and/or Marketable Securities; and (ii) such Asset Sale is for
fair market value; provided
that any consideration consisting of cash, Cash Equivalents and/or Marketable
Securities received by the Company or any of its Restricted Subsidiaries in
connection with any Asset Sale permitted to be consummated under this paragraph
shall constitute Net Cash Proceeds subject to the provisions of the two
preceding paragraphs.


 


Notice
of each Net Proceeds Offer will be mailed to the record Holders as shown on the
register of Holders within 30 days following the Net Proceeds Offer Trigger
Date, with a copy to the Trustee, and shall comply with the procedures set
forth in Section 3.09 hereof.  To
the extent that the aggregate amount of Notes and any Pari Passu Indebtedness
of the Company or any Indebtedness of a Restricted Subsidiary of the Company
tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer
Amount, the Company may use any remaining Net


 


53

















 


Proceeds
Offer Amount for general corporate purposes or for any other purpose not
prohibited by this Indenture. Upon completion of any such Net Proceeds Offer,
the Net Proceeds Offer Amount shall be reset at zero.


 


The
Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions
of this Section 4.10, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.10 by virtue thereof.


 


Transactions
with Affiliates.


 


(i)             The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to occur any transaction
or series of related transactions (including, without limitation, the purchase,
sale, lease or exchange of any property or the rendering of any service) with,
or for the benefit of, any of its Affiliates involving aggregate consideration
in excess of $3.0 million (an “Affiliate Transaction”), other than Affiliate
Transactions on terms that are not materially less favorable than those that
might reasonably have been obtained in a comparable transaction at such time on
an arm’s-length basis from a Person that is not an Affiliate of the Company; provided, however, that for a
transaction or series of related transactions with an aggregate value of $10.0
million or more, at the Company’s option, either: (i) a majority of the
disinterested members of the Board of Directors of the Company shall determine
in good faith that such Affiliate Transaction is on terms that are not
materially less favorable than those that might reasonably have been obtained
in a comparable transaction at such time on an arm’s-length basis from a Person
that is not an Affiliate of the Company, or (ii) the Board of Directors of
the Company or any such Restricted Subsidiary party to such Affiliate
Transaction shall have received an opinion from a nationally recognized
investment banking, appraisal or accounting firm that such Affiliate
Transaction is either fair, from a financial standpoint, to the Company and its
Restricted Subsidiaries or is on terms not materially less favorable than those
that might reasonably have been obtained in a comparable transaction at such
time on an arm’s-length basis from a Person that is not an Affiliate of the
Company; and provided, further,
that for an Affiliate Transaction with an aggregate value of $20.0 million or
more the Board of Directors of the Company or any such Restricted Subsidiary
party to such Affiliate Transaction shall have received a written opinion from
a nationally recognized investment banking, appraisal or accounting firm that
such Affiliate Transaction is either fair, from a financial standpoint, to the
Company and its Restricted Subsidiaries or is on terns not materially less
favorable than those that might reasonably have been obtained in a comparable
transaction at such time on an arm’s-length basis from a Person that is not an
Affiliate of the Company.


 


(j)             The restrictions set forth in Section 4.11(a) hereof shall not
apply to: (i) reasonable fees and compensation paid to, and indemnity
provided on behalf of, officers, directors, employees or consultants of the
Company or any Restricted Subsidiary of the Company as determined in good faith
by the Company’s Board of Directors or senior management; (ii) transactions
between or among the Company and any of its Restricted Subsidiaries or any
entity 


 


54

















 


that becomes a Restricted
Subsidiary as a result of such transaction (other than a Securitization Entity)
or exclusively between or among such Restricted Subsidiaries or any entity that
becomes a Restricted Subsidiary as a result of such transaction, provided that such transactions are
not otherwise prohibited by this Indenture; (iii) any agreement as in
effect as of the Issue Date or any amendment thereto or any transaction
contemplated thereby (including pursuant to any amendment thereto) or by any
replacement agreement thereto so long as any such amendment or replacement
agreement is not more disadvantageous to the Holders in any material respect
than the original agreement as in effect on the Issue Date as determined in
good faith by the Board of Directors of Company; (iv) Restricted Payments
or Permitted Investments permitted by this Indenture; (v) transactions
effected as part of a Qualified Securitization Transaction; (vi) payments
or loans allowed by law to employees or consultants that are approved by the
Board of Directors of the Company in good faith; (vii) sales of Qualified
Capital Stock; (viii) the existence of, or the performance by the Company
or any of its Restricted Subsidiaries of its obligations under the terms of,
any stockholders’ agreement (including any registration rights agreement or
purchase agreement related thereto) to which it is a party as of the Issue Date
and any similar agreements which it may enter into thereafter; provided, however, that the
existence of, or the performance by the Company or any of its Restricted
Subsidiaries of obligations under, any future amendment to any such existing
agreement or under any similar agreement entered into after the Issue Date
shall only be permitted by this clause (viii) to the extent that the terms
of any such amendment or new agreement are not disadvantageous to the Holders
of Notes in any material respect; (ix) transactions permitted by, and
complying with, the provisions of Article 5 hereof; (x) any issuance
of securities or other payments, awards, grants in cash, securities or
otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans approved by the Board of Directors of the
Company; (xi) transactions in which the Company or any Restricted
Subsidiary delivers to the Trustee a letter from a nationally recognized
investment banking, appraisal or accounting firm stating that such transaction
is fair to the Company or such Restricted Subsidiary from a financial point of
view; and (xii) transactions with customers, clients, suppliers, or
purchasers or sellers of goods or services, in each case in the ordinary course
of business and otherwise in compliance with the terms of this Indenture that
are fair to the Company or the Restricted Subsidiaries, in the reasonable
determination of the members of the Board of Directors of the Company, which
determinations shall be conclusive, or are on terms at least as favorable as
might reasonably have been obtained at such time from an unaffiliated party.


 


Liens.


 


The
Company shall not and shall not cause or permit any Guarantor to incur any
Secured Debt that is secured by a Lien (other than Permitted Liens) upon any of
its property or assets (including Capital Stock of Subsidiaries), unless contemporaneously
therewith such Person makes effective provision to secure the Indebtedness due
under this Indenture and the Notes and, in respect of Liens on any Restricted
Subsidiary’s property or assets, the relevant Guarantee, equally and ratably
(or senior in priority to in the case of Liens with respect to Subordinated
Obligations of the Company or the Guarantors) with such Secured Debt for so
long as such Secured Debt is secured by a Lien (the “Initial Lien”).


 


Any
Lien created for the benefit of the Holders of the Notes pursuant to the
preceding sentence shall provide by its terms that such Lien shall be
automatically and unconditionally 


 


55

















 


released
and discharged upon the release and discharge of the Lien securing the other
Secured Debt.


 


Conduct
of Business.


 


The
Company shall not and shall not permit any of its Restricted Subsidiaries to,
engage in any businesses a majority of whose revenues are not derived from
businesses that are the same or reasonably similar, ancillary or related to, or
a reasonable extension, development or expansion of, the businesses in which
the Company and its Restricted Subsidiaries are engaged on the Issue Date
(which shall include, without limitation, business or operations of the Company’s
suppliers and customers).


 


Corporate
Existence.


 


Subject
to Article 5 and Section 11.06 hereof, the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Restricted Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company or any such Restricted Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and its Restricted
Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Restricted Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries, taken as a whole, and that the
loss thereof would not have an adverse effect on the ability of the Company to
perform its obligations under the Notes or this Indenture.


 


Offer
to Repurchase upon Change of Control.


 


(k)          If a Change of Control occurs, each Holder shall have the right to
require the Company to purchase all or a portion of such Holder’s Notes
pursuant to the offer described below (the “Change of Control Offer”), at a
purchase price equal to 101% of the principal amount thereof plus accrued
interest to the date of purchase.  Within
30 days following the date upon which the Change of Control occurred, the
Company must send, by first class mail, a notice to the Trustee and each
Holder, which notice shall govern the terms of the Change of Control Offer.
Such notice shall state, among other things, the purchase date, which must be
no earlier than 30 days nor later than 60 days from the date such notice is
mailed, other than as may be required by law (the “Change of Control Payment
Date”). Holders electing to have a Note purchased pursuant to a Change of
Control Offer shall be required to surrender the Note, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of the Note completed, to the
Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day prior to the Change of Control Payment Date.


 


(l)             On the Change of Control Payment Date, the Company shall, to the extent
lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the
Paying Agent an amount equal to the Change of Control Payment in respect of all
Notes or portions thereof so tendered and (3) deliver or cause to be


 


56

















 


delivered to the applicable
Trustee the Notes so accepted together with an Officers’ Certificate stating
the principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail or deliver (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided
that each such new Note will be in a principal amount of $1,000 or an integral
multiple thereof.  The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.


 


Prior
to the mailing of the notice referred to in Section 4.15(a) above,
and as a condition to such mailing (i) the requisite holders of each issue
of Indebtedness issued under an indenture or other agreement that may be
violated by such payment shall have consented to such Change of Control Offer
being made and waived the event of default, if any, caused by the Change of
Control or (ii) the Company will repay all outstanding Indebtedness issued
under an indenture or other agreement that may be violated by a payment to the
holders of Notes under a Change of Control Offer or the Company must offer to
repay all such Indebtedness, and make payment to the holders of such
Indebtedness that accept such offer, and obtain waivers of any event of default
from the remaining holders of such Indebtedness. The Company covenants to
effect such repayment or obtain such consent within 30 days following any
Change of Control.  The Company’s failure
to comply with the covenant described in the immediately preceding sentence
shall constitute an Event of Default described in clause (c) and not in
clause (b) under Section 6.01 hereof.


 


(m)       The
Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act to the extent such laws and regulations are applicable in connection
with the repurchase of Notes pursuant to a Change of Control Offer. To the
extent that the Company complies with the provisions of any such securities
laws or regulations, the Company shall not be deemed to have breached its
obligations under this Section 4.15.


 


(n)         Notwithstanding
anything to the contrary in this Section 4.15, the Company shall not be
required to make a Change of Control Offer upon a Change of Control if a third
party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 4.15
hereof and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.


 


Limitation
on Preferred Stock of Restricted Subsidiaries.


 


The
Company shall not permit any of its Restricted Subsidiaries to issue any
Preferred Stock (other than to the Company or to a Restricted Subsidiary of the
Company) or permit any Person (other than the Company or a Restricted
Subsidiary of the Company) to own any Preferred Stock of any Restricted
Subsidiary of the Company, other than Permitted Subsidiary Preferred Stock. The
provisions of this Section 4.16 will not apply to (w) any of the
Guarantors for so long as such Restricted Subsidiary remains a Guarantor, (x) any
transaction as a result of which neither the Company nor any of its Restricted
Subsidiaries will own any Capital Stock of the Restricted Subsidiary whose
Preferred Stock is being issued or sold and (y) Preferred Stock (including
Disqualified Capital Stock) that is issued in compliance with Section 4.09
hereof.


 


57

















 


Future
Guarantees by Domestic Subsidiaries.


 


At
any time at which the Company’s Credit Facilities require a guarantee of any of
the Domestic Subsidiaries, the Company shall cause each of its Domestic
Subsidiaries to execute and deliver a supplemental indenture to this Indenture,
providing for a guarantee of payment on a senior basis of the Notes by such
Domestic Subsidiary; provided,
however, that such Domestic Subsidiary need not execute and deliver such a
supplemental indenture for so long as such Domestic Subsidiary has Total Assets
of $10,000 or less, total Indebtedness of $10,000 or less and does not own any
of the material Intellectual Property of the Company and its Subsidiaries. In
addition, to the extent the Company has no Credit Facilities in place, any
Domestic Subsidiary that has $5.0 million or more of other then outstanding
Indebtedness owed to a Person other than the Company or another Restricted
Subsidiary, the Company will cause such Domestic Subsidiary to execute and
deliver a supplemental indenture to this Indenture, providing for a guarantee
of payment on a senior basis of the Notes by such Domestic Subsidiary.


 


ARTICLE 5


 


SUCCESSORS


 


Merger,
Consolidation, or Sale of Assets.


 


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 (or cause or permit any Restricted Subsidiary of
the Company to sell, assign, transfer, lease, convey or otherwise dispose of)
all or substantially all of the Company’s assets (determined on a consolidated
basis for the Company and the Company’s Restricted Subsidiaries) to any Person
unless (i) either: (a) the Company shall be the surviving or
continuing corporation; 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 and of the Company’s
Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): (x) shall
be a corporation 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 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; (ii) except in the case of a merger
of the Company with or into a Wholly-Owned Restricted Subsidiary of the Company
and except in the case of a merger entered into solely for the purpose of
reincorporating the Company in another jurisdiction, immediately after giving
effect to such transaction and the assumption contemplated by clause (i)(b)(y) above
(including giving effect to any Indebtedness and Acquired Indebtedness incurred
in connection with or in respect of such transaction), the Company or such
Surviving Entity, as the case may be, shall be able to incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.09
hereof, (iii) except in the case of a merger of the Company with or into a
Wholly-Owned Restricted Subsidiary of the Company and except in the case of a
merger entered into solely for the purpose of reincorporating the Company in
another jurisdiction, immediately after giving effect to such transaction and
the assumption contemplated by clause (i)(b)(y) above (including, without
limitation, giving effect to any


 


58

















 


Indebtedness
and Acquired Indebtedness incurred and any Lien granted in connection with or
in respect of the transaction), no Default or Event of Default shall have
occurred or be continuing; and (iv) 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 (i) between or among the Company and its Restricted
Subsidiaries, (ii) between and among Foreign Subsidiaries that are
Restricted Subsidiaries or (iii) from Foreign Subsidiaries to the Company
or a Guarantor will not be subject to this Section 5.01.


 


Successor
Corporation Substituted.


 


Upon
any consolidation, combination or merger, or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.01
hereof, in which the Company is not the continuing corporation, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, lease or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of the Company under
this Indenture and the Notes with the same effect as if such surviving entity
had been named as such and that, in the event of a conveyance or transfer (but
not a lease), the conveyor or transferor (but not a lessor) shall be released
from the provisions of this Indenture.


 


ARTICLE 6


 


DEFAULTS
AND REMEDIES


 


Events
of Default.


 


“Event
of Defaults” are:


 


(a)          the failure to pay interest or any Additional Interest (as required by
the Registration Rights Agreement) on any Notes when the same becomes due and
payable if the default continues for a period of 30 days;


 


(b)         the
failure to pay the principal of or premium, if any, on any Notes when such
principal or premium, if any, becomes due and payable, at maturity, upon
redemption or otherwise (including the failure to make a payment to purchase
Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on
the date specified for such payment in the applicable offer to purchase);


 


59

















 


(c)          a default in the observance or performance of any other covenant or
agreement contained in this Indenture which default continues for a period of
60 days after the Company receives written notice specifying the default (and
demanding that such default be remedied) from the Trustee or the Holders of at
least 25% of the outstanding principal amount of the Notes (except in the case
of a default with respect to Section 5.01 hereof, which will constitute an
Event of Default with such notice requirement but without such passage of time
requirement);


 


(d)         the
failure to pay at final stated maturity (after giving effect to any applicable
grace periods and any extensions thereof) the principal amount of any
Indebtedness of the Company or any Significant Subsidiary of the Company (other
than a Securitization Entity) or group of Restricted Subsidiaries that, taken
together (as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries), or the acceleration of the final stated
maturity of any such Indebtedness, if the aggregate principal amount of such
Indebtedness, together with the principal amount of any other such
Indebtedness, whether such Indebtedness now exists, or is created after the
date of this Indenture, in default for failure to pay principal at final
maturity or which has been accelerated, aggregates $20.0 million or more at any
time;


 


(e)          one or more judgments in an aggregate amount in excess of $20.0 million
(which are not covered by insurance or indemnity as to which the insurer or a
creditworthy indemnitor has not disclaimed coverage) shall have been rendered
against the Company or any of its Significant Subsidiaries or group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary and such judgments
remain undischarged, unpaid or unstayed for a period of 60 days after such
judgment or judgments become final and non-appealable;


 


(f)            the Company or any of its Significant Subsidiaries or group of Restricted
Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Company and its Restricted Subsidiaries), would
constitute a Significant Subsidiary, pursuant to or within the meaning of
Bankruptcy Law:


 


(i)                                     commences a voluntary case;


 


(ii)                                  consents to the entry of an order for relief against it in an involuntary
case;


 


(iii)                               consents to the appointment of a custodian of it or for all or
substantially all of its property; or


 


(iv)                              makes a general assignment for the benefit of its creditors;


 


(g)         a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:


 


(i)                                     is for relief against the Company or any of its Significant Subsidiaries
or group of Restricted Subsidiaries that, taken together (as of the latest
audited consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary;


 


60
















 


(ii)           appoints a custodian of the Company
or any of its Significant Subsidiaries or for all or substantially all of the
property of the Company or any of its Significant Subsidiaries or group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary; or


 


(iii)          orders the liquidation of the Company
or any of its Significant Subsidiaries or group of Restricted Subsidiaries
that, taken together (as of the latest audited consolidated financial
statements for the Company and its Restricted Subsidiaries), would constitute a
Significant Subsidiary;


 


and
the order or decree remains unstayed and in effect for 60 consecutive days; or


 


(h)   any Guarantee of a Significant Subsidiary, or
group of Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries) would constitute a Significant Subsidiary, ceases to be in full
force and effect (except as contemplated by the terms of this Indenture) or is
declared null and void in a judicial proceeding or any Guarantor that is a
Significant Subsidiary or group of Guarantors that taken together (as of the
latest audited consolidated financial statements of the Company and its
Restricted Subsidiaries) would constitute a Significant Subsidiary denies or
disaffirms its obligations under this Indenture or its Guarantee.


 


Acceleration.


 


If
any Event of Default (other than an Event of Default specified in clause (f) or
(g) of Section 6.01 hereof with respect to the Company) shall occur
and be continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare the principal of and accrued
interest on all the Notes to be due and payable immediately by notice in
writing to the Company and the Trustee specifying the respective Event of
Default and that it is a “notice of acceleration” (the “Acceleration Notice”),
and the same shall become immediately due and payable. If an Event of Default
specified in clause (f) or (g) of Section 6.01 hereof with
respect to the Company occurs and is continuing, then all unpaid principal of,
and premium, if any, and accrued and unpaid interest on all the outstanding
Notes shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.


 


At
any time after a declaration of acceleration with respect to the Notes as described
in the preceding paragraph, the Holders of a majority in principal amount of
the Notes may rescind and cancel such declaration and its consequences: (i) if
the rescission would not conflict with any judgment or decree; (ii) if all
existing Events of Default have been cured or waived except nonpayment of
principal of, premium, if any, and interest on the Notes that has become due
solely because of the acceleration; (iii) to the extent the payment of
such interest is lawful, interest on overdue installments of interest and
overdue principal, which has become due otherwise than by such declaration of
acceleration, has been paid; (iv) if the Company has paid the Trustee its
reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances; and (v) in the event of the cure or waiver of
an Event of Default of the type described in clause (f) or (g) of Section 6.01
hereof, the Trustee shall have received an


 


61

















 


Officers’
Certificate and an Opinion of Counsel that such Event of Default has been cured
or waived. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.


 


Other
Remedies.


 


If
an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.


 


The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Holder of a Note in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law.


 


Waiver
of Past Defaults.


 


Holders
of not less than a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of
the principal of, premium and interest on the Notes (including in connection
with an offer to purchase). Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.


 


Control
by Majority.


 


Holders
of a majority in principal amount of the then outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders of Notes or that may involve the Trustee in personal
liability.


 


Limitation
on Suits.


 


Except
to enforce the right to receive payment of principal, premium, if any, or
interest when due, a Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:


 


(i)    the Holder of a Note gives to the Trustee
written notice stating that Event of Default is continuing;


 


(j)    the Holders of at least 25% in principal
amount of the then outstanding Notes make a written request to the Trustee to pursue
the remedy;


 


62

















 


(k)   such Holder of a Note or Holders of Notes
offer and, if requested, provide to the Trustee indemnity reasonably
satisfactory to the Trustee;


 


(l)    the Trustee does not comply with the request
within 60 days after receipt of the request and the offer and, if requested,
the provision of indemnity; and


 


(m)  during such 60-day period the Holders of a
majority in principal amount of the then outstanding Notes do not give the
Trustee a direction inconsistent with the request.


 


A
Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note.


 


Rights
of Holders of Notes to Receive Payment.


 


Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.


 


Collection
Suit by Trustee.


 


If
an Event of Default specified in Section 6.01 (a) or (b) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal amount of, premium and interest remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


Trustee
May File Proofs of Claim.


 


The
Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof. To the extent
that the payment of any such compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07 hereof out of the estate in any such proceeding, shall
be denied for any reason, payment of the same shall be secured by a Lien on,
and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be


 


63

















 


entitled
to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


Priorities.


 


Any
money collected by the Trustee pursuant to this Article and any other
money or property distributable in respect of the Company’s obligations under
this Indenture after an Event of Default shall be applied in the following
order:


 


FIRST:
to the Trustee (including a predecessor Trustee), its agents and attorneys for
amounts due under Section 7.07 hereof, including payment of all
compensation, expense and liabilities incurred, and all advances made, by the
Trustee (including a predecessor Trustee) and the costs and expenses of
collection;


 


SECOND:
to Holders of Notes for amounts due and unpaid on the Notes for the principal
amount and premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
the principal amount and premium, if any, and interest, respectively; and


 


THIRD:
to the Company or to such party as a court of competent jurisdiction shall
direct.


 


The
Trustee may fix a record date and payment date for any payment to Holders of
Notes pursuant to this Section 6.10.


 


Undertaking
for Costs.


 


In
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then
outstanding Notes.


 


ARTICLE 7


 


TRUSTEE


 


SECTION 7.01.  Duties
of Trustee.


 


(a)   If an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.


 


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(b)   Except during the continuance of an Event of
Default:


 


(i)            the duties of the Trustee shall be
determined solely by the express provisions of this Indenture and the Trustee
need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and


 


(ii)           in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the certificates and opinions
which are specifically required to be delivered to the Trustee by any provision
of this Indenture to determine whether or not they conform to the requirements
of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts, statements, opinions or conclusions
stated therein).


 


(c)   The Trustee may not be relieved from
liabilities for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:


 


(i)            this paragraph does not limit the
effect of paragraphs (b) or (e) of this Section;


 


(ii)           the Trustee shall not be liable for
any error of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and


 


(iii)          the Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.05 hereof.


 


(d)   Whether or not therein expressly so provided,
every provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b), (c), (e) and (f) of this Section.


 


(e)   No provision of this Indenture shall require
the Trustee to expend or risk its own funds or incur any liability.  The Trustee shall be under no obligation to
exercise any of its rights and powers under this Indenture at the request of
any Holders, unless such Holder shall have offered to the Trustee security and
indemnify satisfactory to it against any loss, liability or expense.


 


(f)    The Trustee shall not be liable for interest
on any money received by it except as the Trustee may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.


 


Rights
of Trustee.


 


(g)   The Trustee may conclusively rely and shall
be fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other


 


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paper or document believed
by it to be genuine and to have been signed or presented by the proper
Person.  The Trustee need not investigate
any fact or matter stated in such resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document.


 


(h)   Before the Trustee acts or refrains from
acting, it may require an Officers’ Certificate or an Opinion of Counsel or
both and may conclusively rely on such Officers’ Certificate or Opinion of
Counsel. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such Officers’ Certificate or Opinion of
Counsel. The Trustee may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.


 


(i)    The Trustee may act through its attorneys
and agents and shall not be responsible for the misconduct or negligence of any
agent appointed with due care.


 


(j)    The Trustee shall not be liable for any
action it takes, suffers or omits to take in good faith that it believes to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture.


 


(k)   Unless otherwise specifically provided in
this Indenture, any demand, request, direction or notice from the Company shall
be sufficient if signed by an Officer of the Company.


 


(l)    The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture, unless
such Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities that might be incurred by it in
compliance with such request or direction.


 


(m)  Notwithstanding Section 6.05 hereof, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of Indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation.


 


(n)   The rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.


 


(o)   The permissive right of the Trustee to take
or refrain from taking any actions enumerated in this Indenture shall not be
construed as a duty.


 


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(p)   The Trustee may request that the Company
deliver an Officers’ Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant
to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.


 


(q)   Anything in this Indenture notwithstanding,
in no event shall the Trustee be liable for special, indirect, punitive or
consequential loss or damage of any kind whatsoever (including but not limited
to loss of profit), even if the Trustee has been advised as to the likelihood
of such loss or damage and regardless of the form of action.


 


(r)    The Trustee shall not be responsible or
liable for any failure or delay in the performance of its obligations under
this Indenture arising out of or caused, directly or indirectly, by
circumstances beyond its control, including, without limitation, any provision
of any law or regulation or any act of any governmental authority, acts of God;
earthquakes; fire; flood; terrorism; wars and other military disturbances;
sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer
(hardware or software) or communication services; accidents; labor disputes;
acts of civil or military authority and governmental action.


 


(s)   Any request or direction of the Company
mentioned herein shall be sufficiently evidenced by an Authentication Order and
any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution.


 


Individual
Rights of Trustee.


 


The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the SEC for permission to continue as trustee or resign.  The Registrar or any Paying Agent may do the
same with like rights and duties.  The
Trustee is also subject to Sections 7.10 and 7.11 hereof.


 


Trustee’s
Disclaimer.


 


The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company’s use of the proceeds from the Notes or any money
paid to the Company or upon the Company’s direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to
this Indenture other than its certificate of authentication.


 


Notice
of Defaults.


 


(t)    The Trustee shall not be deemed to have
notice of any Default or Event of Default unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a Default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this
Indenture.


 


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(u)   Within the earlier of 90 days after the
occurrence of a Default or an Event of Default or 30 days after it is actually
known to a Responsible Officer, the Trustee shall mail to Holders of Notes, as
their names and addresses appear in the security register for the Notes, a
notice of the Default or Event of Default known to the Trustee, unless such
Default or Event of Default shall have been cured or waived. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any,
or interest on any Note, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.


 


Reports
by Trustee to Holders of the Notes.


 


As
promptly as practical but within 60 days after each April 30 beginning
with April 30, 2005, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA § 313(a) (but if no event described
in TIA § 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also shall comply
with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA § 313(c).


 


A
copy of each report at the time of its mailing to the Holders of Notes shall be
mailed to the Company and filed with the SEC and each stock exchange on which
the Notes are listed in accordance with TIA § 313(d). The Company shall
promptly notify the Trustee when the Notes are listed on any stock exchange and
any delisting thereof.


 


Compensation
and Indemnity.


 


The
Company shall pay to the Trustee from time to time such compensation for its
services as the parties shall agree from time to time.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its
services.  Such expenses shall include
the reasonable compensation and out-of-pocket expenses of the Trustee’s agents
and counsel.  The Company and each
Guarantor, jointly and severally shall indemnify the Trustee against any and
all loss, liability, claim, damage or expense (including reasonable attorneys’
fees and expenses) incurred by or in connection with the acceptance or
administration of this trust and the performance of its duties hereunder,
including the costs and expenses of enforcing this Indenture or a Guarantee
against the Company or a Guarantor (including this Section 7.07) and
defending itself against or investigating any claim (whether asserted by the
Company, any Guarantor, any Holder or any other Person).  The Trustee shall notify the Company of any
claim for which it may seek indemnity promptly upon obtaining actual knowledge
thereof; provided, however,
that any failure so to notify the Company shall not relieve the Company or any
Guarantor of its indemnity obligations hereunder.  The Company shall defend the claim and the
indemnified party shall provide reasonable cooperation at the Company’s expense
in the defense.  Such indemnified parties
may have separate counsel and the Company and the Guarantors, as applicable
shall pay the fees and expenses of such counsel.  The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by an indemnified
party through such party’s own willful misconduct, or negligence.


 


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The
obligations of the Company and the Guarantors under this Section 7.07
shall survive the resignation or removal of the Trustee, the satisfaction and
discharge of this Indenture and the termination of this Indenture.


 


To
secure the Company’s and the Guarantors’ payment obligations in this Section,
the Trustee shall have a Lien prior to the Notes on all money or property held
or collected by the Trustee, other than money or property held in trust to pay
principal and interest on particular Notes. Such Lien shall survive the
resignation or removal of the Trustee, the satisfaction and discharge and the
termination of this Indenture.


 


In
addition, and without prejudice to the rights provided to the Trustee under any
of the provisions of this Indenture, when the Trustee incurs expenses or
renders services after an Event of Default specified in Section 6.01(f) or
(g) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law.


 


“Trustee”
for purposes of this Section shall include any predecessor Trustee and the
Trustee in each of its capacities hereunder and each agent, custodian and other
person employed to act hereunder; provided,
however, that the negligence, or willful misconduct or bad faith of
any Trustee hereunder shall not affect the rights of any other Trustee
hereunder.


 


The
Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent
applicable.


 


Replacement
of Trustee.


 


A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section.


 


The
Trustee may resign in writing at any time and be discharged from the trust
hereby created by so notifying the Company. The Holders of Notes of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing and may appoint a successor
trustee. The Company may remove the Trustee if:


 


(v)   the Trustee fails to comply with Section 7.10
hereof;


 


(w)  the Trustee is adjudged a bankrupt or an
insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law;


 


(x)    a custodian or public officer takes charge
of the Trustee or its property; or


 


(y)   the Trustee becomes incapable of acting.


 


If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a
majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.


 


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If
a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company, or the
Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.


 


If
the Trustee, after written request by any Holder of a Note who has been a bona
fide holder of a Note for at least six months, fails to comply with Section 7.10,
such Holder of a Note may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


 


A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon, the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders of the
Notes. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company’s obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.


 


SECTION 7.02.  Successor
Trustee by Merger, etc.


 


If
the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business or assets to, another Person,
the resulting, surviving, transferee or successor Person without any further
act shall be the successor Trustee.  In
case any Notes shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Notes so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.


 


Eligibility;
Disqualification.


 


There
shall at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any State
thereof, that is authorized under such laws to exercise corporate trustee
power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.


 


This
Indenture shall always have a Trustee who satisfies the requirements of TIA §
310(a). The Trustee is subject to TIA § 310(b).


 


Preferential
Collection of Claims Against Company.


 


The
Trustee is subject to TIA § 311(a), excluding any creditor relationship listed
in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to
TIA § 311 (a) to the extent indicated therein.


 


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ARTICLE 8


 


LEGAL
DEFEASANCE AND COVENANT DEFEASANCE SECTION


 


Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The
Company may, at the option of its Board of Directors evidenced by a resolution
set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02
or 8.03 hereof applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8.


 


Legal
Defeasance and Discharge.


 


Upon
the Company’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.02, the Company shall, subject to the satisfaction of
the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company shall
be deemed to have paid and discharged the entire Indebtedness represented by
the outstanding Notes, which shall thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 hereof and the other Sections of
this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and
the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such
Section, payments in respect of the principal amount, premium, if any, and
interest on such Notes when such payments are due, (b) the Company’s
obligations with respect to such Notes under Article 2 and Section 4.02
hereof, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company’s obligations in connection therewith and (d) the
provisions of this Article 8 with respect to Legal Defeasance. Subject to
compliance with this Article 8, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.


 


Covenant
Defeasance.


 


Upon
the Company’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.03, the Company shall, subject to the satisfaction of
the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.15, 4.16 and 4.17 hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall
thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply


 


71

















 


with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly


or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03 hereof, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(d) and 6.01(e) hereof shall not constitute Events of
Default.


 


Conditions
to Legal or Covenant Defeasance.


 


The
following shall be the conditions to the application of either Section 8.02
or 8.03 hereof to the outstanding Notes:


 


In
order to exercise either Legal Defeasance or Covenant Defeasance:


 


(a)   the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders, cash in United States
dollars, non-callable Government Obligations, or a combination of United States
dollars and Government Obligations, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal amount, premium, if any, and interest on the outstanding
Notes on the stated date for payment thereof or on the applicable redemption
date, as the case may be;


 


(b)   in the case of an election under Section 8.02
hereof, the Company shall have delivered to the Trustee an Opinion of Counsel
in the United States of America reasonably acceptable to the Trustee confirming
that (A) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling or (B) since the date of this
Indenture, there has been a change in the applicable Federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for Federal income tax purposes as a result of such Legal
Defeasance and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;


 


(c)   in the case of an election under Section 8.03
hereof, the Company shall have delivered to the Trustee an Opinion of Counsel
in the United States of America reasonably acceptable to the Trustee confirming
that the Holders of the outstanding Notes will not recognize income, gain or
loss for Federal income tax purposes as a result of such Covenant Defeasance
and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;


 


(d)   no Default or Event of Default shall have
occurred and be continuing on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such
deposit and the grant of any Lien to securing such borrowing);


 


(e)   such Legal Defeasance or Covenant Defeasance
shall not result in a breach or violation of, or constitute a default under
this Indenture (other than a Default or an Event of 


 


72

















 


Default resulting from the
borrowing of funds to be applied to such deposit and the grant of any Lien
securing such borrowing) or any other material agreement or instrument to which
the Company or any of its Subsidiaries is a party or by which the Company or
any of its Subsidiaries is bound;


 


(f)    the Company shall have delivered to the
Trustee an Officers’ Certificate stating that the deposit was not made by the
Company with the intent of preferring the Holders over any other creditors of
the Company or with the intent of defeating, hindering, delaying or defrauding
any other creditors of the Company or others;


 


(g)   the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for or relating to the Legal Defeasance or
the Covenant Defeasance have been complied with; and


 


(h)   the Company shall have paid or duly provided
for payment of all amounts then due to the Trustee pursuant to Section 7.07
hereof.


 


Notwithstanding
the foregoing, the Opinion of Counsel required by clause (b) above with
respect to a Legal Defeasance need not be delivered if all Notes not
theretofore delivered to the Trustee for cancellation (A) have become due
and payable, or (B) will become due and payable on the maturity date
within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the
Company.


 


Deposited
Money and Government Obligations to Be Held in Trust; Other Miscellaneous
Provisions.


 


Subject
to Section 8.06 hereof, all money and non-callable Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”)
pursuant to Section 8.04 hereof in respect of the outstanding Notes shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as Paying Agent) as the Trustee
may determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of the principal amount, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent
required by law.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or non-callable Government
Obligations deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.


 


Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon the request of the Company
any money or non-callable Government Obligations held by it as provided in Section 8.04
hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification


 


73

















 


thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof),
are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Satisfaction
and Discharge.


 


This
Indenture shall be discharged and shall cease to be of further effect (except
as to surviving rights or registration of transfer or exchange of the Notes, as
expressly provided for in this Indenture) as to all outstanding Notes when (i) either
(a) all the Notes theretofore authenticated and delivered (except lost,
stolen or destroyed Notes which have been replaced or paid and Notes for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust) have been delivered to the Trustee for cancellation or; (b) all
Notes not theretofore delivered to the Trustee for cancellation (x) have
become due and payable, (y) will become due and payable within one year,
or (z) are to be called for redemption within one year under irrevocable
arrangements satisfactory to the Trustee in its sole discretion for the giving
of notice of redemption by the Trustee in the name and expense of the Company,
and the Company has irrevocably deposited or caused to be deposited with the
Trustee funds in an amount sufficient to pay and discharge the entire
Indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation, for principal of, premium, if any, and interest on the Notes to
the date of deposit together with irrevocable instructions from the Company
directing the Trustee to apply such funds to the payment thereof at maturity or
redemption, as the case may be; (ii) the Company has paid all other sums
payable under this Indenture by the Company; and (iii) the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
stating that all conditions precedent under this Indenture relating to the
satisfaction and discharge of this Indenture have been complied with.


 


Repayment
to Company.


 


Each
of the Trustee and each Paying Agent shall promptly turn over to the Company
upon request any money or Government Obligations held by it as provided in this
Article which, in the written opinion of nationally recognized firm of
independent public accountants delivered to the Trustee (which delivery shall
only be required if Government Obligations have been so deposited), are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent discharge or defeasance in accordance with this Article.


 


Subject
to any applicable abandoned property law, the Trustee and each Paying Agent
shall pay to the Company upon written request any money held by them for the
payment of principal or interest that remains unclaimed for two years, and,
thereafter, Holders entitled to the money must look to the Company for payment
as general creditors, and the Trustee and each Paying Agent shall have no
further liability with respect to such monies.


 


Reinstatement.


 


If
the Trustee or Paying Agent is unable to apply any United States dollars or
noncallable Government Obligations in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or 


 


74

















 


otherwise
prohibiting such application, then the Company’s obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit
had occurred pursuant to Section 8.02 or 8.03 hereof until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.02 or 8.03 hereof, as the case may be; provided  however, that, if the Company makes any payment of
principal, premium, if any, or interest on any Note following the reinstatement
of its obligations, the Company shall be subrogated to the rights of the
Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.


 


Survival.


 


The
Trustee’s rights under this Article 8 shall survive termination of this
Indenture.


 


ARTICLE 9


 


AMENDMENT,
SUPPLEMENT AND WAIVER


 


Without
Consent of Holders of Notes.


 


Notwithstanding
Section 9.02 of this Indenture, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture, the Guarantees or the Notes
without the consent of any Holder of a Note:


 


(a)   to cure any ambiguity, defect or
inconsistency;


 


(b)   to provide for uncertificated Notes in
addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in
registered form for purposes of Section 163(f) of the Code, or in a
manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of
the Code) or to alter the provisions of Article 2 or the Appendix hereof
relating to the form of the Notes (including the related definitions) in a
manner that does not adversely affect any Holder in any material respect;


 


(c)   to provide for the assumption of the Company’s
or a Guarantor’s obligations to the Holders of the Notes by a successor to the
Company or a Guarantor pursuant to Article 5 or Section 11.06 hereof;


 


(d)   to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights hereunder of any Holder of the Notes in any
material respect;


 


(e)   to comply with requirements of the SEC in
order to effect or maintain the qualification of this Indenture under the TIA;


 


(f)    to provide for the issuance of Notes issued
after the Issue Date in accordance with the limitations set forth in this
Indenture;


 


(g)   to release any Guarantor from its Guarantee
in accordance with this Indenture;


 


75

















 


(h)   to allow any Guarantor to execute a
supplemental indenture and/or a Guarantee with respect to the Notes;


 


(i)    to secure the Notes;


 


(j)    to provide for the issuance of exchange
securities which shall have terms substantially identical in all respects to
the Notes (except that the transfer restrictions contained in the Notes shall
be modified or eliminated as appropriate) and which shall be treated, together
with any outstanding Notes, as a single class of securities; or


 


(k)   to conform the text of this Indenture, the
Notes or the Guarantees to any provision of the “Description of notes” section
of the Offering Memorandum to the extent that such provision in the “Description
of notes” is intended to be a verbatim recitation of a provision of this
Indenture, the Notes or the Guarantees.


 


Upon
the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.


 


With
Consent of Holders of Notes.


 


(l)    Except as provided below in this Section 9.02,
this Indenture (including Sections 3.09, 4.10 and 4.15 hereof), the Guarantees
and the Notes may be amended or supplemented with the consent of the Holders 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 offer for, or purchase of, the Notes), and, subject to Sections
6.04 and 6.07 hereof, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if
any, or interest on the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of this
Indenture, the Guarantees or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class (including consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes).  Section 2.08 hereof shall determine
which Notes are considered to be “outstanding” for purposes of this Section 9.02.


 


(m)  Upon the request of the Company accompanied by
a resolution of its Board of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company in the execution of such
amended or supplemental Indenture unless such amended or supplemental Indenture
directly affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the 


 


76

















 


Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.


 


(n)   It shall not be necessary for the consent of
the Holders of Notes under this Section 9.02 to approve the particular
form of any proposed amendment or waiver, but it shall be sufficient if such
consent approves the substance thereof.


 


(o)   After an amendment, supplement or waiver
under this Section becomes effective, the Company shall mail to the
Holders of Notes affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such amended or supplemental Indenture or waiver. Subject to Sections 6.04
and 6.07 hereof, the Holders of a majority in aggregate principal amount of the
Notes then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by
a non-consenting Holder):


 


(1)   reduce
the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;


 


(2)   reduce
the rate of or change or have the effect of changing the time for payment of
interest, including defaulted interest, on any Note;


 


(3)   reduce
the principal of or change or have the effect of changing the fixed maturity of
any Note, or change the date on which any Notes may be subject to redemption or
reduce the redemption price therefor;


 


(4)   make any
Note payable in money other than that stated in the Notes;


 


(5)   make any
change in the provisions of this Indenture protecting the right of each Holder
to receive payment of principal of or interest on any Note on or after the due
date thereof or to bring suit to enforce such payment, or permitting Holders of
a majority in principal amount of Notes to waive Defaults or Events of Default;


 


(6)   after
the Company’s obligation to purchase Notes arises thereunder, amend, change or
modify in any material respect the obligation of the Company to make and
consummate a Change of Control Offer in the event of a Change of Control or
modify any of the provisions or definitions with respect thereto after a Change
of Control has occurred;


 


(7)   make any
change affecting the ranking of the Notes in a manner which adversely affects
the Holders; or


 


(8)   make any
change in the amendment provisions which require each Holder’s consent or in
the waiver provisions.


 


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Compliance
with Trust Indenture Act


 


From
the date on which this Indenture is qualified under the TIA, every amendment or
supplement to this Indenture or the Notes shall be set forth in a amended or
supplemental Indenture that complies with the TIA as then in effect.


 


Revocation
and Effect of Consents


 


Until
an amendment, supplement or waiver becomes effective, a consent to it by a
Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt
as the consenting Holder’s Note, even if notation of the consent is not made on
any Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.


 


Notation
on or Exchange of Notes.


 


The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated. The Company in exchange for all
Notes may issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure
to make the appropriate notation or issue a new Note shall not affect the
validity and effect of such amendment, supplement or waiver.


 


Trustee
to Sign Amendments, etc.


 


The
Trustee shall sign any amendment, supplement or waiver authorized pursuant to
this Article 9 if the amendment, supplement or waiver does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The
Company may not sign an amendment or supplemental Indenture until the Board of
Directors approves it. In executing any amended or supplemental indenture, the
Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required
by Section 10.04 hereof, an Officers’ Certificate and an Opinion of
Counsel stating that the execution of such amendment, supplement or waiver is
authorized or permitted by this Indenture and that such amendment, supplement
or waiver is the legal, valid and binding obligation of the Company and the
Guarantors, enforceable against them in accordance with its terms, subject to
customary exceptions, and complies with the provisions hereof (including
Section 9.03 hereof).


 


Additional
Voting Terms.


 


Except
as provided in the proviso to the third sentence of Section 9.02(d), all
Notes issued under this Indenture shall vote and consent together on all
matters (as to which any of such Notes may vote) as one class and no series of
Notes will have the right to vote or consent as a separate class on any matter.


 


78
















 


ARTICLE
10


 


MISCELLANEOUS


 


Trust
Indenture Act Controls.


 


If
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by TIA § 318(c), the imposed duties shall control.


 


Notices.


 


Any
notice or communication by the Company or the Trustee to the others is duly
given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others’ address:


 


If
to the Company:


 


Polypore
International, Inc.

13800 South Lakes Drive

Charlotte, NC  28273

Facsimile No.: (704) 587-8722

Attention: Lynn K. Amos


 


With
copies (which shall not constitute notice) to:


 


Willkie
Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Facsimile No.: (212) 728-9228

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


 


The
Company or the Trustee, by notice to the other, may designate additional or
different addresses for subsequent notices or communications.


 


All
notices and communications (other than those sent to Holders or the Trustee)
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
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.
All 


 


79

















 


notices
and communications sent to the Trustee shall be deemed to have been duly given
when actually received.


 


Any
notice or communication to a Holder shall be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar. Any notice or communication shall also be so mailed to any Person
described in TIA § 313(c), to the extent required by the TIA. Failure to mail a
notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.


 


If
a notice or communication is mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it.


 


If
the Company mails a notice or communication to Holders, it shall mail a copy to
the Trustee, each Paying Agent and the Registrar at the same time.


 


The
Trustee shall have the right, but shall not be required, to rely upon and
comply with instructions and directions sent by e-mail, facsimile and other
similar unsecured electronic methods by persons believed by the Trustee to be
authorized to give instructions and directions on behalf of the Company.  The Trustee shall have no duty or obligation
to verify or confirm that the person who sent such instructions or directions
is, in fact, a person authorized to give instructions or directions on behalf
of the Company; and the Trustee shall have no liability for any losses,
liabilities, costs or expenses incurred or sustained by the Company as a result
of such reliance upon or compliance with such instructions or directions.  The Company agrees to assume all risks
arising out of the use of such electronic methods to submit instructions and
directions to the Trustee, including without limitation the risk of the Trustee
acting on unauthorized instructions, and the risk of interception and misuse by
third parties.


 


Communication
by Holders of Notes with Other Holders of Notes.


 


Holders
may communicate pursuant to TIA § 312(b) with other Holders with respect to
their rights under this Indenture or the Notes. The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA § 312(c).


 


Certificate
and Opinion as to Conditions Precedent.


 


Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:


 


(a)          an Officers’ Certificate in form reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 10.05 hereof) stating
that, in the opinion of the signers, all conditions precedent and covenants, if
any, provided for in this Indenture relating to the proposed action have been
complied with; and


 


(b)         an
Opinion of Counsel in form reasonably satisfactory to the Trustee (which shall
include the statements set forth in Section 10.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been
complied with.


 


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Statements
Required in Certificate or Opinion.


 


Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall
include:


 


(c)          a statement that the Person making such certificate or opinion has read
such covenant or condition;


 


(d)         a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are
based;


 


(e)          a statement that, in the opinion of such Person, he or she has or they
have made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and


 


(f)            a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been complied with.


 


Rules
by Trustee and Agents.


 


The
Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.


 


Governing
Law; Waiver of Jury Trial; Submission to Jurisdiction.


 


THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE, THE NOTES AND THE GUARANTEES.


 


EACH
OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE
THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE,
THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS INDENTURE AND ANY ACTION FOR
ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF MAY BE BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, IN EACH CASE RESIDING IN THE COUNTY OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS INDENTURE, EACH OF THE PARTIES HERETO HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
APPELLATE COURTS FROM ANY THEREOF.  THE
COMPANY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE 


 


81

















 


MAILING
OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE
COMPANY AT ITS ADDRESS REFERRED TO IN SECTION 1.6(a).  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY DO SO UNDER APPLICABLE LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
INDENTURE BROUGHT IN THE COURTS REFERRED TO ABOVE AND TO THE FULLEST EXTENT IT
MAY DO SO UNDER APPLICABLE LAW HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT
TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY
PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED IN ANY OTHER JURISDICTION.


 


No
Adverse Interpretation of Other Agreements.


 


This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Successors.


 


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


 


Severability.


 


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


 


Counterpart
Originals.


 


The
parties may sign any number of copies of this Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement.  The exchange of copies of this Agreement and
of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Indenture as to the parties hereto and may be
used in lieu of the original Indenture for all purposes.  Signatures of the parties hereto transmitted
by facsimile or PDF shall be deemed to be their original signatures for all
purposes.


 


Table
of Contents, Headings, etc.


 


The
Table of Contents, Cross-Reference Table and Headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.


 


82

















 


No
personal liability of officers, directors, employees, incorporators or
stockholders.No director, officer, employee, incorporator or stockholder of the
Company or any Subsidiary of the Company (other than the Company or any
Guarantor) will have any liability for any obligations of the Company or any
Subsidiary of the Company under the Notes, this Indenture or any Guarantee or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of the Notes by accepting a note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.


 


ARTICLE
11


 


GUARANTEES


 


Guarantees.


 


Each
Guarantor hereby unconditionally and irrevocably guarantees, jointly and
severally, to each Holder and to the Trustee and its successors and assigns (a)
the full and punctual payment of principal of and interest on the Notes when
due, whether at maturity, by acceleration, by redemption or otherwise, of all
obligations of the Company under this Indenture (including obligations to the
Trustee) and the Notes, whether for payment of principal of, premium, if any,
or interest on in respect of the Notes and all other monetary obligations of
the Company under this Indenture and the Notes and (b) the full and punctual
performance within applicable grace periods of all other obligations of the
Company under this Indenture and the Notes whether for fees, expenses,
indemnification or otherwise under this Indenture and the Notes (all the
foregoing being hereinafter collectively called the “Guaranteed Obligations”).
Each Guarantor further agrees that the Guaranteed Obligations may be extended
or renewed, in whole or in part, without notice or further assent from each
such Guarantor and that each such Guarantor will remain bound under this
Article 11 notwithstanding any extension or renewal of any Guaranteed
Obligation.


 


Each
Guarantor waives presentation to, demand of, payment from and protest to the
Company of any of the Guaranteed Obligations and also waives notice of protest
for nonpayment.  Each Guarantor waives
notice of any default under the Notes or the Guaranteed Obligations.  The obligations of each Guarantor hereunder
shall not be affected by (a) the failure of any Holder or the Trustee to assert
any claim or demand or to enforce any right or remedy against the Company or
any other Person under this Indenture, the Notes or any other agreement or
otherwise; (b) any extension or renewal of this Indenture, the Notes or any
other agreement; (c) any rescission, waiver, amendment or modification of any
of the terms or provisions of this Indenture, the Notes or any other agreement;
(d) the release of any security held by any Holder or the Trustee for the
Guaranteed Obligations or any Guarantor; (e) the failure of any Holder or the
Trustee to exercise any right or remedy against any other guarantor of the Obligations;
or (f) except as set forth in Section 11.07, any change in the ownership of
such Guarantor.


 


Each
Guarantor hereby waives any right to which it may be entitled to have its
obligations hereunder divided among the Guarantors, such that such Guarantor’s
obligations would be less than the full amount claimed.  Each Guarantor hereby waives any right to
which it may be entitled to have the assets of the Company first be used and
depleted as payment of the Company’s or such Guarantor’s obligations hereunder
prior to any amounts being claimed from 


 


83

















 


or
paid by such Guarantor hereunder.  Each
Guarantor hereby waives any right to which it may be entitled to require that
the Company be sued prior to an action being initiated against such Guarantor.


 


Each
Guarantor further agrees that its Guarantee herein constitutes a guarantee of
payment, performance and compliance when due (and not a guarantee of
collection) and waives any right to require that any resort be had by any
Holder or the Trustee to any security held for payment of the Guaranteed
Obligations.


 


Except
as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of
each Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Guaranteed
Obligations or otherwise.  Without
limiting the generality of the foregoing, the obligations of each Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under this Indenture, the Notes or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the obligations, or by any other act or thing
or omission or delay to do any other act or thing which may or might in any
manner or to any extent vary the risk of such Guarantor or would otherwise
operate as a discharge of such Guarantor as a matter of law or equity.


 


Each
Guarantor further agrees that its Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest on any Guaranteed Obligation is
rescinded or must otherwise be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Company or otherwise.


 


In
furtherance of the foregoing and not in limitation of any other right which any
Holder or the Trustee has at law or in equity against any Guarantor by virtue
hereof, upon the failure of the Company to pay the principal of or interest on
any Guaranteed Obligation when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, or to perform or comply
with any other Guaranteed Obligation, each Guarantor hereby promises to and
shall, upon receipt of written demand by the Trustee, forthwith pay, or cause
to be paid, in cash, to the Holders or the Trustee an amount equal to the sum
of (1) the unpaid principal amount of such Guaranteed Obligations, (2) accrued
and unpaid interest on such Guaranteed Obligations (but only to the extent not
prohibited by applicable law) and (3) all other monetary obligations of the
Company to the Holders and the Trustee.


 


Each
Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any Guaranteed Obligations guaranteed
hereby until payment in full of all Guaranteed Obligations.  Each Guarantor further agrees that, as between
it, on the one hand, and the Holders and the Trustee, on the other hand, (x)
the maturity of the Guaranteed Obligations may be accelerated as provided in
Article 6 for the purposes of such Guarantor’s Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and
(y) in the event of any declaration of acceleration of such Guaranteed
Obligations as provided in Article 6, such 


 


84

















 


Guaranteed
Obligations (whether or not due and payable) shall forthwith become due and
payable by such Guarantor for the purposes of this Section.


 


Each
Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder
in enforcing any rights under this Section.


 


Upon
request of the Trustee (which request the Trustee shall under no circumstances
be obligated to make), each Guarantor shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Indenture.


 


Limitation
on Liability.


 


Any
term or provision of this Indenture to the contrary notwithstanding, the
maximum aggregate amount of the Obligations guaranteed hereunder by any
Guarantor shall not exceed the maximum amount that can be hereby guaranteed
without rendering this Indenture, as it relates to such Guarantor, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer
or similar laws affecting the rights of creditors generally.


 


Successors
and Assigns.


 


This
Article 11 shall be binding upon each Guarantor and its successors and assigns
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges conferred upon that party in
this Indenture and in the Notes shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions of this
Indenture.


 


No
Waiver.


 


Neither
a failure nor a delay on the part of either the Trustee or the Holders in
exercising any right, power or privilege under this Article 11 shall operate as
a waiver thereof, nor shall a single or partial exercise thereof preclude any
other or further exercise of any right, power or privilege.  The rights, remedies and benefits of the
Trustee and the Holders herein expressly specified are cumulative and not
exclusive of any other rights, remedies or benefits which either may have under
this Article 11 at law, in equity, by statute or otherwise.


 


Modification.


 


No
modification, amendment or waiver of any provision of this Article 11, nor the
consent to any departure by any Guarantor therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Trustee, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given.  No
notice to or demand on any Guarantor in any case shall entitle such Guarantor
to any other or further notice or demand in the same, similar or other
circumstances.


 


85

















 


Guarantors
May Consolidate, etc., on Certain Terms.


 


Each Guarantor shall not,
and the Company shall not permit any such Guarantor to, consolidate or merge
with or into, or sell, assign, transfer, lease, convey or otherwise dispose of,
in a single transaction or series of related transactions, all or substantially
all of its assets to any Person unless:


 


(1)                                  (except in the case of such Guarantor that has
been disposed of in its entirety to another Person (other than to the Company
or a Restricted Subsidiary), whether through a merger, consolidation or sale of
Capital Stock or through the sale of all or substantially all of its assets
(such sale constituting the disposition of such Guarantor in its entirety), if
in connection therewith the Company provides an Officers’ Certificate to the
Trustee to the effect that the Company will comply with its obligations under
Section 4.10 hereof in respect of such disposition) the resulting, surviving or
transferee Person (if not such Guarantor) shall be a Person organized and
validly existing under the laws of the jurisdiction under which such Guarantor
was organized or under the laws of the United States of America, any State
thereof or the District of Columbia, and such Person shall expressly assume, by
a supplemental indenture (in form satisfactory to the Trustee), executed and
delivered to the Trustee, all the obligations of such Guarantor, if any, under
its Guarantee;


 


(2)                                  except in the case of a merger of such
Guarantor with or into the Company or another Restricted Subsidiary of the
Company that is a Guarantor and except in the case of a merger entered into
solely for the purpose of reincorporating such Guarantor in another
jurisdiction, immediately after giving effect to such transaction and the
assumption contemplated by the immediately preceding clause (1) (including,
without limitation, giving effect to any Indebtedness and Acquired Indebtedness
incurred and any Lien granted in connection with or in respect of the
transaction), no Default or Event of Default shall have occurred and be
continuing; and


 


(3)                                  the Company 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.


 


In
case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Guarantee of the Notes and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor
with the same effect as if it had been named herein as a Guarantor. Such
successor Person thereupon may cause to be signed any or all of the Guarantees
of the Notes issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee. All the Guarantees so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Guarantees theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Guarantees had been issued at the date of
the execution hereof.


 


86

















 


Release
of Guarantor.


 


(b)         Upon
the sale or other disposition (including by way of consolidation or merger) of
a Guarantor that is a Restricted Subsidiary of the Company or the sale or
disposition of all or substantially all the assets of such Guarantor (in each
case other than a sale or disposition to the Company or an Affiliate of the
Company and if in connection therewith the Company provides an Officers’
Certificate to the Trustee to the effect that the Company will comply with its
obligations under Section 4.10 hereof in respect of such disposition),


 


(c)                                  upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to
the terms of this Indenture,


 


(d)                                 at such time, and for so long as, the Company’s Credit Facilities do not
require any guarantees of the Domestic Subsidiaries, or


 


(e)                                  to the extent the Company has no Credit Facilities in place, such
Guarantor does not have $5.0 million or more of other than outstanding
Indebtedness owed to a Person other than the Company or another Restricted
Subsidiary,


 


such Guarantor shall be deemed released from all
obligations under this Article 11 without any further action required on the
part of the Trustee or any Holder.


 


If
the Company exercises its Legal Defeasance option or its Covenant Defeasance
option in accordance with the provisions of Article 8 hereof or if its
obligations under this Indenture are discharged in accordance with Section 8.06
hereof, each Guarantor shall be released from all obligations under this
Article 11 without any further action required on the part of the Trustee or
any Holder.


 


At
the request of the Company, the Trustee shall execute and deliver an
appropriate instrument evidencing the release of a Guarantor pursuant to this
Section 11.07.


 


Contribution.


 


Each
Guarantor that makes a payment under its Guarantee shall be entitled upon
payment in full of all Guaranteed Obligations to a contribution from each other
Guarantor in an amount equal to such other Guarantor’s pro rata portion of such
payment based on the respective net assets of all the Guarantors at the time of
such payment determined in accordance with GAAP.


 


Execution
of Supplemental Indenture for Future Guarantors.


 


Each
Subsidiary and other Person which is required to become a Guarantor pursuant to
Section 4.17 shall promptly execute and deliver to the Trustee a
supplemental indenture in the form of Exhibit D hereto pursuant to which
such Subsidiary or other Person shall become a Guarantor under this
Article 11 and shall guarantee the Guaranteed Obligations.  Concurrently with the execution and delivery
of such supplemental indenture, the Company shall deliver to the Trustee an
Opinion of Counsel and an Officers’ Certificate to the effect that such
supplemental indenture has been duly authorized, executed and delivered by such
Subsidiary or other Person and that, subject to the application of bankruptcy,
insolvency, moratorium, fraudulent conveyance or transfer and other similar
laws relating to creditors’ rights generally and to the principles of equity,
whether considered in a proceeding at law or in equity, the Guarantee of 


 


87

















 


such
Guarantor is a legal, valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with its terms and/or to such
other matters as the Trustee may reasonably request.


 


88
















 


IN
WITNESS WHEREOF, the parties have caused this 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

  



 


[Signature page to the 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

  



 


[Signature page to the
Indenture]


 

















 


	
   

  	
  THE
  BANK OF NEW YORK MELLON,

  
	
   

  	
  as Trustee,

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LESLEY DALEY

  
	
   

  	
   

  	
  Name:
  Lesley Daley

  
	
   

  	
   

  	
  Title:
    Senior Associate

  



 


[Signature page to the Indenture]


 
















 


RULE 144A/REGULATION S APPENDIX


 


PROVISIONS RELATING TO INITIAL NOTES, 

ADDITIONAL NOTES AND EXCHANGE NOTES


 


1.               Definitions


 


1.1         Definitions


 


For
the purposes of this Appendix the following terms shall have the meanings
indicated below:


 


“Clearstream”
means Clearstream Banking, société anonyme, or any successor securities
clearing agency.


 


“Definitive
Note” means a certificated Initial Note or Exchange Note (bearing the
Restricted Notes Legend if the transfer of such Note is restricted by
applicable law) that does not include the Global Notes Legend.


 


“Depository”
means, respect to the Notes, The Depository Trust Company, its nominees and
their respective successors.


 


“Global
Notes Legend” means the legend set forth under that caption in the applicable Exhibit to
this Indenture.


 


“IAI”
means an institutional “accredited investor” as described in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act.


 


“Initial
Purchasers” means (1) with respect to the Initial Notes issued on the
Issue Date, J.P. Morgan Securities LLC, Goldman Sachs & Co. and UBS
Securities LLC and (2) with respect to each issuance of Additional Notes,
the Persons purchasing or underwriting such Additional Notes under the related
Purchase Agreement.


 


“Notes”
means the Initial Notes and the Exchange Notes treated as a single class.


 


“Purchase
Agreement” means with (1) respect to the Initial Notes issued on the Issue
Date, the Purchase Agreement dated November 10, 2010, among the Company,
the Guarantors and the Initial Purchasers, and (2) with respect to each
issuance of Additional Notes, the purchase agreement or underwriting agreement
among the Company and the Persons purchasing or underwriting such Additional
Notes.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 


“Registered
Exchange Offer” means the offer by the Company, pursuant to a Registration
Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to
such Holders, in exchange for the Initial Notes, a like aggregate principal
amount of Exchange Notes registered under the Securities Act.


 

















 


“Registration
Rights Agreement” means (1) with respect to the Initial Notes issued on
the Issue Date, the Registration Rights Agreement dated November 26, 2010,
among the Company, the Guarantors and the Initial Purchasers, and (2) with
respect to each issuance of Additional Notes issued in a transaction exempt
from the registration requirements of the Securities Act, the registration
rights agreement, if any, among the Company, the Guarantors and the Persons purchasing
such Additional Notes under the related Purchase Agreement.


 


“Regulation S”
means Regulation S under the Securities Act.


 


“Regulation S
Notes” means all Initial Notes offered and sold outside the United States in
reliance on Regulation S.


 


“Restricted
Period”, with respect to any Notes, means the period of 40 consecutive days
beginning on and including the later of (a) the day on which such Notes
are first offered to persons other than distributors (as defined in
Regulation S under the Securities Act) in reliance on Regulation S,
notice of which day shall be promptly given by the Company to the Trustee, and
(b) the Issue Date, and with respect to any Additional Notes that are
Transfer Restricted Notes, it means the comparable period of 40 consecutive
days.


 


“Restricted
Notes Legend” means the legend set forth in Section 2.2(f)(i) herein.


 


“Rule 501”
means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.


 


“Rule 144A”
means Rule 144A under the Securities Act.


 


“Rule 144A
Notes” means all Initial Notes offered and sold to QIBs in reliance on
Rule 144A.


 


“Shelf
Registration Statement” means the registration statement issued by the Company
in connection with the offer and sale of Initial Notes pursuant to a
Registration Rights Agreement.


 


“Transfer
Restricted Notes” means Definitive Notes and any other Notes that bear or are
required to bear or are subject to the Restricted Notes Legend.


 


“Unrestricted
Definitive Note” means Definitive Notes and any other Notes that are not
required to bear, or are not subject to, the Restricted Notes Legend.


 


1.2         Other Definitions


 


	
  Term:

  	
   

  	
  Defined in Section:

  
	
  “Agent
  Members”

  	
   

  	
  2.1(b)

  
	
  “Global
  Notes”

  	
   

  	
  2.1(b)

  
	
  “Regulation S
  Global Notes”

  	
   

  	
  2.1(b)

  
	
  “Rule 144A
  Global Notes”

  	
   

  	
  2.1(b)

  



 


2

















 


2.               The Notes.


 


2.1         Form and Dating; Global Notes.  (a)  The Initial Notes issued on the
date hereof will be (i) offered and sold by the Company pursuant to the
Purchase Agreement and (ii) resold, initially only to (1) QIBs in
reliance on Rule 144A and (2) Persons other than U.S. Persons (as
defined in Regulation S) in reliance on Regulation S.  Such Initial Notes may thereafter be
transferred to, among others, QIBs, purchasers in reliance on Regulation S
and, except as set forth below, IAIs in accordance with
Rule 501.  Additional Notes offered
after the date hereof may be offered and sold by the Company from time to time
pursuant to one or more Purchase Agreements in accordance with applicable law.


 


(b)                                 Global Notes.  (i)  Rule 144A Notes initially
shall be represented by one or more Notes in definitive, fully registered,
global form without interest coupons (collectively, the “Rule 144A
Global Notes”).  Regulation S
Notes initially shall be represented by one or more Notes in fully registered,
global form without interest coupons (collectively, the “Regulation S
Global Notes”).  The term “Global
Notes” means the Rule 144A Global Notes and the Regulation S
Global Notes.  The Global Notes shall
bear the Global Note Legend.  The Global
Notes initially shall (i) be registered in the name of the Depository or
the nominee of such Depository, in each case for credit to an account of an
Agent Member, (ii) be delivered to the Trustee as custodian for such
Depository and (iii) bear the Restricted Notes Legend.


 


Members
of, or direct or indirect participants in, the Depository (“Agent Members”)
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depository, or the Trustee as its custodian, or under
the Global Notes.  The Depository may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner of the Global Notes for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and their respective Agent Members, the operation of customary practices
governing the exercise of the rights of a Holder of any Note.


 


(ii)                                  Transfers of
Global Notes shall be limited to transfer in whole, but not in part, to the
Depository, its successors or their respective nominees.  Interests of beneficial owners in the Global
Notes may be transferred or exchanged for Definitive Notes only in accordance
with the applicable rules and procedures of the Depository and the
provisions of Section 2.2.  In
addition, a Global Note shall be exchangeable for Definitive Notes if (i) the
Depository (x) notifies the Company that it is unwilling or unable to
continue as depository for such Global Note and the Company thereupon fails to
appoint a successor depository or (y) has ceased to be a clearing agency
registered under the Exchange Act or (ii) in the case of any Global Note,
there shall have occurred and be continuing an Event of Default with respect to
such Global Note.  In all cases,
Definitive Notes delivered in exchange for any Global Note or beneficial
interests therein shall be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Depository in accordance with
its customary procedures.


 


(iii)                               In connection
with the transfer of a Global Note as an entirety to beneficial owners pursuant
to subsection (i) of this Section 2.1(b), such Global Note shall
be deemed to be surrendered to the Trustee for cancellation, and the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, to each beneficial owner identified by 


 


3

















 


the
Depository in writing in exchange for its beneficial interest in such Global
Note, an equal aggregate principal amount of Definitive Notes of authorized
denominations.


 


(iv)                              Any Transfer
Restricted Note delivered in exchange for an interest in a Global Note pursuant
to Section 2.2 shall, except as otherwise provided in Section 2.2,
bear the Restricted Notes Legend.


 


(v)                                 Notwithstanding
the foregoing, through the Restricted Period, a beneficial interest in such
Regulation S Global Note may be held only through Euroclear or Clearstream
unless delivery is made in accordance with the applicable provisions of
Section 2.2.


 


(vi)                              The Holder of
any Global Note may grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to
take any action which a Holder is entitled to take under this Indenture or the
Notes.


 


2.2         Transfer and Exchange.


 


(a)          Transfer and Exchange of
Global Notes.  A Global
Note may not be transferred as a whole except as set forth in
Section 2.1(b).  Global Notes will
not be exchanged by the Company for Definitive Notes except under the
circumstances described in Section in Section 2.1(b)(ii).  Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of
this Indenture.  Beneficial interests in
a Global Note may be transferred and exchanged as provided in Section 2.2(b) or 2.2(g).


 


(b)         Transfer and Exchange of
Beneficial Interests in Global Notes.  The transfer and exchange of beneficial
interests in the Global Notes shall be effected through the Depository, in
accordance with the provisions of this Indenture and the applicable rules and
procedures of the Depository.  Beneficial
interests in Restricted Global Notes shall be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act.  Beneficial interests in
Global Notes shall be transferred or exchanged only for beneficial interests in
Global Notes.  Transfers and exchanges of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one
or more of the other following subparagraphs, as applicable:


 


(i)                                     Transfer of
Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global
Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Restricted Notes Legend; provided, however, that prior to the expiration
of the Restricted Period, transfers of beneficial interests in a
Regulation S Global Note may not be made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser).  A beneficial interest in an Unrestricted
Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in
this Section 2.2(b)(i).


 


(ii)                                  All Other
Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and
exchanges of beneficial interests in any Global Note that is not subject to
Section 2.2(b)(i), the transferor of such beneficial interest must deliver
to 


 


4

















 


the
Registrar (1) a written order from an Agent Member given to the Depository
in accordance with the applicable rules and procedures of the Depository
directing the Depository to credit or cause to be credited a beneficial
interest in another Global Note in an amount equal to the beneficial interest
to be transferred or exchanged and (2) instructions given in accordance
with the applicable rules and procedures of the Depository containing
information regarding the Agent Member account to be credited with such increase.  Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Notes contained in
this Indenture and the Notes or otherwise applicable under the Securities Act,
the Trustee shall adjust the principal amount of the relevant Global Note
pursuant to Section 2.2(g).


 


(iii)                               Transfer of
Beneficial Interests to Another Restricted Global Note.  A beneficial interest in a Transfer
Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Transfer Restricted
Global Note if the transfer complies with the requirements of
Section 2.2(b)(ii) above and the Registrar receives the following:


 


(A)                              if the
transferee will take delivery in the form of a beneficial interest in a
Rule 144A Global Note, then the transferor must deliver a certificate in
the form attached to the applicable Note; and


 


(B)                                if the
transferee will take delivery in the form of a beneficial interest in a
Regulation S Global Note, then the transferor must deliver a certificate
in the form attached to the applicable Note.


 


(iv)                              Transfer and
Exchange of Beneficial Interests in a Transfer Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in a Transfer
Restricted Global Note may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Note or transferred to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note if the exchange or transfer complies with the requirements of
Section 2.2(b)(ii) above and the Registrar receives the following:


 


(A)                              if the holder of such
beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form attached to the applicable Note; or


 


(B)                                if the holder of such
beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note, a certificate from such
holder in the form attached to the applicable Note,


 


and,
in each such case, if the Registrar so requests or if the applicable rules and
procedures of the Depository so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Restricted Notes Legend are no longer
required in order to maintain compliance with the Securities Act.  If any such transfer or exchange is effected
pursuant to this subparagraph 


 


5

















 


(iv) at
a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an written order of the Company in the form of
an Officers’ Certificate in accordance with Section 2.02, the Trustee
shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the aggregate principal amount of beneficial
interests transferred or exchanged pursuant to this subparagraph (iv).


 


(v)                                 Transfer and
Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial
Interests in a Restricted Global Note. 
Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a beneficial
interest in a Restricted Global Note.


 


(c)          Transfer and Exchange of
Beneficial Interests in Global Notes for Definitive Notes.  A beneficial interest in a Global Note may
not be exchanged for a Definitive Note except under the circumstances described
in Section 2.1(b)(ii).  A beneficial
interest in a Global Note may not be transferred to a Person who takes delivery
thereof in the form of a Definitive Note except under the circumstances
described in Section 2.1(b)(ii).


 


(d)         Transfer and Exchange of
Definitive Notes for Beneficial Interests in Global Notes.  Definitive Notes shall be transferred or
exchanged only for beneficial interests in Global Notes.  Transfers and exchanges of beneficial
interests in the Global Notes also shall require compliance with either
subparagraph (i), (ii) or (ii) below, as applicable:


 


(i)                                     Transfer
Restricted Notes to Beneficial Interests in Restricted Global Notes.  If any Holder of a Transfer Restricted Note
proposes to exchange such Transfer Restricted Note for a beneficial interest in
a Restricted Global Note or to transfer such Transfer Restricted Note to a
Person who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Note, then, upon receipt by the Registrar of the following
documentation:


 


(A)                              if the Holder of such
Transfer Restricted Note proposes to exchange such Transfer Restricted Note for
a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form attached to the applicable Note;


 


(B)                                if such Transfer Restricted
Note is being transferred to a Qualified Institutional Buyer in accordance with
Rule 144A under the Securities Act, a certificate from such Holder in the
form attached to the applicable Note;


 


(C)                                if such Transfer Restricted
Note is being transferred to a Non-U.S. Person in an offshore transaction in
accordance with Rule 903 or Rule 904 under the Securities Act, a
certificate from such Holder in the form attached to the applicable Note;


 


(D)                               if such Transfer Restricted
Note is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144 under the
Securities Act, a certificate from such Holder in the form attached to the
applicable Note;


 


6

















 


(E)                                 if such Transfer Restricted
Note is being transferred to an Institutional Accredited Investor in reliance
on an exemption from the registration requirements of the Securities Act other
than those listed in subparagraphs (B) through (D) above, a
certificate from such Holder in the form attached to the applicable Note,
including the certifications, certificates and Opinion of Counsel, if
applicable; or


 


(F)                                 if such Transfer Restricted
Note is being transferred to the Company or a Subsidiary thereof, a certificate
from such Holder in the form attached to the applicable Note;


 


the
Trustee shall cancel the Transfer Restricted Note, and increase or cause to be
increased the aggregate principal amount of the appropriate Restricted Global
Note.


 


(ii)                                  Transfer
Restricted Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a Transfer Restricted Note may
exchange such Transfer Restricted Definitive Note for a beneficial interest in
an Unrestricted Global Note or transfer such Transfer Restricted Note to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if the Registrar receives the following:


 


(A)                              if the Holder of such
Transfer Restricted Note proposes to exchange such Transfer Restricted Note for
a beneficial interest in an Unrestricted Global Note, a certificate from such
Holder in the form attached to the applicable Note; or


 


(B)                                if the Holder of such
Transfer Restricted Notes proposes to transfer such Transfer Restricted Note to
a Person who shall take delivery thereof in the form of a beneficial interest
in an Unrestricted Global Note, a certificate from such Holder in the form
attached to the applicable Note,


 


and,
in each such case, if the Registrar so requests or if the applicable rules and
procedures of the Depository so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Restricted Notes Legend are no longer
required in order to maintain compliance with the Securities Act.  Upon satisfaction of the conditions of this
subparagraph (ii), the Trustee shall cancel the Transfer Restricted Notes
and increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.  If any such
transfer or exchange is effected pursuant to this subparagraph (ii) at
a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an written order of the Company in the form of
an Officers’ Certificate, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of Transfer Restricted Notes transferred or exchanged
pursuant to this subparagraph (ii).


 


(iii)                               Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note
may exchange such Unrestricted 


 


7

















 


Definitive
Note for a beneficial interest in an Unrestricted Global Note or transfer such
Unrestricted Definitive Note to a Person who takes delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an
exchange or transfer, the Trustee shall cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal
amount of one of the Unrestricted Global Notes. 
If any such transfer or exchange is effected pursuant to this
subparagraph (iii) at a time when an Unrestricted Global Note has not
yet been issued, the Company shall issue and, upon receipt of an written order
of the Company in the form of an Officers’ Certificate, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of Unrestricted Definitive Notes
transferred or exchanged pursuant to this subparagraph (iii).


 


(iv)                              Unrestricted
Definitive Notes to Beneficial Interests in Restricted Global Notes.  An Unrestricted Definitive Note cannot be
exchanged for, or transferred to a Person who takes delivery thereof in the
form of, a beneficial interest in a Restricted Global Note.


 


(e)          Transfer and Exchange of
Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes
and such Holder’s compliance with the provisions of this Section 2.2(e),
the Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. 
In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.2(e).


 


(i)                                     Transfer Restricted
Notes to Transfer Restricted Notes.  A Transfer Restricted Note may be transferred
to and registered in the name of a Person who takes delivery thereof in the
form of a Transfer Restricted Note if the Registrar receives the following:


 


(A)                              if the transfer
will be made pursuant to Rule 144A under the Securities Act, then the
transferor must deliver a certificate in the form attached to the applicable
Note;


 


(B)                                if the transfer
will be made pursuant to Rule 903 or Rule 904 under the Securities
Act, then the transferor must deliver a certificate in the form attached to the
applicable Note;


 


(C)                                if the transfer
will be made pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144 under the Securities Act, a
certificate in the form attached to the applicable Note;


 


(D)                               if the transfer will be made
to an IAI in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (A) through (D) above,
a certificate in the form attached to the applicable Note; and


 


8

















 


(E)                                 if such transfer will be
made to the Company or a Subsidiary thereof, a certificate in the form attached
to the applicable Note.


 


(ii)                                  Transfer
Restricted Notes to Unrestricted Definitive Notes.  Any Transfer Restricted Note may be exchanged
by the Holder thereof for an Unrestricted Definitive Note or transferred to a
Person who takes delivery thereof in the form of an Unrestricted Definitive
Note if the Registrar receives the following:


 


(1)                                  if the Holder of such
Transfer Restricted Note proposes to exchange such Transfer Restricted Note for
an Unrestricted Definitive Note, a certificate from such Holder in the form
attached to the applicable Note; or


 


(2)                                  if the Holder of such
Transfer Restricted Note proposes to transfer such Notes to a Person who shall
take delivery thereof in the form of an Unrestricted Definitive Note, a
certificate from such Holder in the form attached to the applicable Note,


 


and,
in each such case, if the Registrar so requests, an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Restricted Notes Legend are no longer
required in order to maintain compliance with the Securities Act.


 


(iii)                               Unrestricted
Definitive Notes to Unrestricted Definitive Notes.  A Holder of an Unrestricted Definitive Note
may transfer such Unrestricted Definitive Notes to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note at any time.  Upon receipt of a request to register such a
transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof.


 


(iv)                              Unrestricted
Definitive Notes to Transfer Restricted Notes.  An Unrestricted Definitive Note cannot be
exchanged for, or transferred to a Person who takes delivery thereof in the
form of, a Transfer Restricted Note.


 


At
such time as all beneficial interests in a particular Global Note have been
exchanged for Definitive Notes or a particular Global Note has been redeemed,
repurchased or canceled in whole and not in part, each such Global Note shall
be returned to or retained and canceled by the Trustee in accordance with
Section 2.11.  At any time prior to
such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depository at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note, such other Global Note shall be increased accordingly and
an endorsement shall be made on such Global Note by the Trustee or by the
Depository at the direction of the Trustee to reflect such increase.


 


9
















 


(f)            Legend.


 


(i)                                     Except as
permitted by the following paragraphs (ii), (iii) or (iv), each Note
certificate evidencing the Global Notes and the Definitive Notes (and all Notes
issued in exchange therefor or in substitution thereof) shall bear a legend in substantially
the following form (each defined term in the legend being defined as such for
purposes of the legend only):


 


“THIS
NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION.  NEITHER THIS NOTE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION.  THE HOLDER OF THIS
NOTE, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR
(B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF
AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A
NOTES:  TWO YEARS] [IN THE CASE OF REGULATION S NOTES:  40 DAYS] AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF
THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO
THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE NOTE
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF
$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE
IN CONNECTION WITH ANY 


 


10

















 


DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.  THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”


 


Each
Definitive Note shall bear the following additional legend:


 


“IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”


 


(ii)                                  Upon any sale
or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar
shall permit the Holder thereof to exchange such Transfer Restricted Note for a
Definitive Note that does not bear the legends set forth above and rescind any
restriction on the transfer of such Transfer Restricted Note if the Holder
certifies in writing to the Registrar that its request for such exchange was
made in reliance on Rule 144 (such certification to be in the form set
forth on the reverse of the Initial Note).


 


(iii)                               After a
transfer of any Initial Notes during the period of the effectiveness of a Shelf
Registration Statement with respect to such Initial Notes, all requirements
pertaining to the Restricted Notes Legend on such Initial Notes shall cease to
apply and the requirements that any such Initial Notes be issued in global form
shall continue to apply.


 


(iv)                              Upon the
consummation of a Registered Exchange Offer with respect to the Initial Notes
pursuant to which Holders of such Initial Notes are offered Exchange Notes in
exchange for their Initial Notes, all requirements pertaining to Initial Notes
that Initial Notes be issued in global form shall continue to apply, and
Exchange Notes in global form without the Restricted Notes Legend shall be
available to Holders that exchange such Initial Notes in such Registered
Exchange Offer.


 


(v)                                 Upon a sale or
transfer after the expiration of the Restricted Period of any Initial Note
acquired pursuant to Regulation S, all requirements that such Initial Note
bear the Restricted Notes Legend shall cease to apply and the requirements
requiring any such Initial Note be issued in global form shall continue to
apply.


 


11

















 


(vi)                              Any Additional
Notes sold in a registered offering shall not be required to bear the
Restricted Notes Legend.


 


(g)         Cancellation or Adjustment
of Global Note.  At such
time as all beneficial interests in a particular Global Note have been
exchanged for Definitive Notes or a particular Global Note has been redeemed,
repurchased or canceled in whole and not in part, each such Global Note shall
be returned to or retained and canceled by the Trustee in accordance with
Section 2.11 of this Indenture.  At
any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who will take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depository at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depository at the direction of the Trustee to reflect such increase.


 


(h)         Obligations with Respect to
Transfers and Exchanges of Notes.


 


(i)                                     To permit
registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s
request.


 


(ii)                                  No service
charge shall be made for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax,
assessments, or similar governmental charge payable in connection therewith
(other than any such transfer taxes, assessments or similar governmental charge
payable upon exchanges pursuant to Sections 3.03, 4.10, 4.15 and 9.05 of
this Indenture).


 


(iii)                               Prior to the
due presentation for registration of transfer of any Note, the Company, the
Trustee, a Paying Agent or the Registrar may deem and treat the person in whose
name a Note is registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Note and for all other
purposes whatsoever, whether or not such Note is overdue, and none of the
Company, the Trustee, a Paying Agent or the Registrar shall be affected by
notice to the contrary.


 


(iv)                              All Notes
issued upon any transfer or exchange pursuant to the terms of this Indenture
shall evidence the same debt and shall be entitled to the same benefits under
this Indenture as the Notes surrendered upon such transfer or exchange.


 


(i)             No Obligation of the Trustee.


 


(i)                                     The Trustee
shall have no responsibility or obligation to any beneficial owner of a Global
Note, a member of, or a participant in the Depository or any other Person with
respect to the accuracy of the records of the Depository or its nominee or of
any participant or member thereof, with respect to any ownership interest in
the Notes or with respect to the delivery to any participant, member, beneficial
owner or other Person (other than the Depository) 


 


12

















 


of
any notice (including any notice of redemption or repurchase) or the payment of
any amount, under or with respect to such Notes.  All notices and communications to be given to
the Holders and all payments to be made to the Holders under the Notes shall be
given or made only to the registered Holders (which shall be the Depository or
its nominee in the case of a Global Note). 
The rights of beneficial owners in any Global Note shall be exercised
only through the Depository subject to the applicable rules and procedures
of the Depository.  The Trustee may rely
and shall be fully protected in relying upon information furnished by the
Depository with respect to its members, participants and any beneficial owners.


 


(ii)                                  The Trustee
shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Depository participants, members or
beneficial owners in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Indenture,
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.


 


13

















 


EXHIBIT A


 


[FORM OF FACE OF INITIAL NOTE]


 


[Global Notes Legend]


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK,
NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF.


 


[Restricted Notes Legend]


 


THIS
NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION.  NEITHER THIS NOTE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION.  THE HOLDER OF THIS
NOTE, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT
IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY
INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A
NOTES:  TWO YEARS] [IN THE CASE OF REGULATION S NOTES:  40 DAYS] AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF
THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO
THE COMPANY OR ANY OF 


 

















 


ITS
SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE NOTE FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR
AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.  THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


Each
Definitive Note shall bear the following additional legend:


 


IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


A-2

















 


[FORM OF INITIAL NOTE]


 


	
  No.

  	
   

  	
  $                

  



 


7.5% Senior Note due 2017


 


CUSIP No. [144A:
                ]/[REG
S:               ]/[IAI:
              ]


ISIN No. [144A:
                ]/[REG
S:
              ]/[IAI:
              ]


 


POLYPORE
INTERNATIONAL, INC., a Delaware corporation, promises to pay to
[                   ],
or registered assigns, the principal sum [of                 Dollars]
[listed on the Schedule of Increases or Decreases in Global Note attached
hereto](1) on November 15, 2017.


 


Interest Payment Dates:  May 15 and November 15.


Record Dates: May 1 and November 1.


 


Additional
provisions of this Note are set forth on the other side of this Note.


 


IN
WITNESS WHEREOF, the parties have caused this instrument to be duly executed.


 


	
   

  	
  POLYPORE
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






(1)                                  Use the
Schedule of Increases and Decreases language if Note is in Global Form.


 


A-3

















 


Dated:


 


TRUSTEE’S
CERTIFICATE OF
    AUTHENTICATION


 


THE
BANK OF NEW YORK MELLON,
   as Trustee, certifies that this is
   one of the Notes 
   referred to in the Indenture.


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 






	
  */

  	
  If
  the Note is to be issued in global form, add the Global Notes Legend and the
  attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL
  SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE”.

  



 


A-4
















 


[FORM OF REVERSE SIDE OF INITIAL NOTE]


 


7.5% Senior Note due 2017


 


1.     Interest


 


(a)           POLYPORE INTERNATIONAL, INC.,
a Delaware corporation (such corporation, and its successors and assigns
under the Indenture, being herein called the “Company”), promises to pay
interest on the principal amount of this Note at the rate per annum shown
above.  The Company shall pay interest
semiannually on May 15 and November 15 of each year, commencing May 15,
2011.  Interest on the Notes shall accrue
from the most recent date to which interest has been paid or duly provided for
or, if no interest has been paid or duly provided for, from November 26,
2010 until the principal hereof is due. 
Interest shall be computed on the basis of a 360-day year of twelve
30-day months.  The Company shall pay
interest on overdue principal at the rate borne by the Notes, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.


 


(b)           Registration Rights Agreement.  The Holder of this Note is entitled to the
benefits of a Registration Rights Agreement, dated as of November 26,
2010, among the Company, the Guarantors and the Initial Purchasers.


 


2.     Method of Payment


 


The
Company shall pay interest on the Notes (except defaulted interest) and
Additional Interest, if any, to the Persons who are registered Holders at the
close of business on May 1 and November 1 next preceding the interest
payment date even if Notes are canceled after the record date and on or before
the interest payment date.  Holders must
surrender Notes to a Paying Agent to collect principal payments.  The Company shall pay principal, premium, if
any, and interest in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts.  Payments in respect of the Notes represented
by a Global Note (including principal, premium, if any, interest and Additional
Interest, if any) shall be made by wire transfer of immediately available funds
to the accounts specified by The Depository Trust Company or any successor
depositary.  The Company will make all
payments in respect of a certificated Note (including principal, premium, if
any, interest and Additional Interest, if any), at the office of each Paying Agent,
except that, at the option of the Company, payment of interest and Additional
Interest, if any, may be made by mailing a check to the registered address of
each Holder thereof; provided,
however, that payments on
the Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate
principal amount of Notes, by wire transfer to a U.S. dollar account maintained
by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or a Paying
Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).


 


A-5

















 


3.     Paying Agent and Registrar


 


Initially,
The Bank of New York Mellon (the “Trustee”), will act as Paying Agent and
Registrar.  The Company may appoint and
change any Paying Agent or Registrar without notice.  The Company or any of its domestically
incorporated Wholly-Owned Subsidiaries may act as Paying Agent or Registrar.


 


4.     Indenture


 


The
Company issued the Notes under an Indenture dated as of November 26, 2010
(the “Indenture”), among the Company, the Guarantors and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on
the date of the Indenture (the “TIA”). 
Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture.  The
Notes are subject to all terms and provisions of the Indenture, and the Holders
(as defined in the Indenture) are referred to the Indenture and the TIA for a
statement of such terms and provisions.


 


The
Notes are general unsecured, senior obligations of the Company.  This Note is one of the Initial Notes
referred to in the Indenture.  The Notes
include the Initial Notes and any Exchange Notes issued in exchange for Initial
Notes pursuant to the Indenture.  The
Initial Notes and any Exchange Notes are treated as a single class of
securities under the Indenture.  The
Indenture imposes certain limitations on the ability of the Company and its
Restricted Subsidiaries to, among other things, make certain Investments and
other Restricted Payments, pay dividends and other distributions, incur
Indebtedness, sell or otherwise dispose of assets including capital stock,
enter into or permit certain transactions with Affiliates, create or incur
Liens and engage in other business activities. The Indenture also imposes
limitations on the ability of the Company and each Guarantor to consolidate or
merge with or into any other Person or convey, transfer or lease all or
substantially all of its property.


 


To
guarantee the due and punctual payment of the principal of, if any, or interest
on in respect of the Notes and all other amounts payable by the Company under
the Indenture and the Notes when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of
the Notes and the Indenture, each of the Guarantors have, jointly and
severally, unconditionally and irrevocably guaranteed the Guaranteed
Obligations on a senior unsecured basis pursuant to the terms of the Indenture.


 


5.     Optional Redemption


 


Except
as set forth in the following paragraphs, the Notes shall not be redeemable at
the Company’s option prior to November 15, 2013. On or after November 15,
2013, the Notes shall be subject to redemption at any time at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount
thereof) set forth below plus accrued and unpaid interest to the applicable
redemption date, if redeemed during the twelve month period commencing on November 15
of the year set forth below:


 


A-6

















 


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
  105.625

  	
  %

  
	
  2014

  	
   

  	
  103.750

  	
  %

  
	
  2015

  	
   

  	
  101.875

  	
  %

  
	
  2016 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In
addition, prior to November 15, 2013, the Company may redeem the Notes at
its option, in whole at any time or in part from time to time, upon not less
than 30 nor more than 60 days’ prior notice mailed by first-class mail to each
Holder’s registered address, at a redemption price equal to 100% of the
principal amount redeemed plus the Applicable Premium as of, and accrued and
unpaid interest and additional amounts, if any, to, the applicable redemption
date (subject to the right of the Holders of record on the relevant record date
to receive interest due on the relevant interest payment date).


 


Notwithstanding
the foregoing, prior to November 15, 2013, the Company may at its option
on one or more occasions redeem the Notes (which includes Additional Notes, if
any) in an aggregate principal amount not to exceed 35% of the aggregate
principal amount of the Notes (which includes Additional Notes, if any)
originally issued at a redemption price (expressed as a percentage of the
principal amount) of 107.50% (and Additional Interest, if any) plus accrued and
unpaid interest to the applicable redemption date, with the net cash proceeds
from one or more Equity Offerings; provided,
however, that (i) at least 65% of such aggregate principal
amount of Notes (which includes Additional Notes, if any) remains outstanding
immediately after the occurrence of each such redemption (other than Notes
held, directly or indirectly, by the Company or its Affiliates); and (ii) each
such redemption occurs within 60 days after the date of the related Equity
Offering.


 


6.     Sinking Fund


 


The
Notes are not subject to any sinking fund.


 


7.     Notice of Redemption


 


Notice
of redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date to each Holder of Notes to be
redeemed at his, her or its registered address. 
Notes in denominations larger than $2,000 may be redeemed in part but
only in whole multiples of $1,000.  If
money sufficient to pay the redemption price of and accrued and unpaid interest
on all Notes (or portions thereof) to be redeemed on the redemption date is
deposited with a Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date, interest ceases to
accrue on such Notes (or such portions thereof) called for redemption.


 


A-7

















 


8.     Repurchase of Notes at
the Option of the Holders upon Change of Control and Asset Sales


 


If
a Change of Control occurs, each Holder shall have the right, subject to
certain conditions specified in the Indenture, to require the Company to
repurchase all or a portion of such Holder’s Notes at a purchase price equal to
101% of the principal amount thereof plus accrued interest to the date of
repurchase (subject to the right of the Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), as
provided in, and subject to the terms of, the Indenture.


 


In
accordance with Section 4.10 of the Indenture, the Company will be
required to offer to purchase Notes upon the occurrence of certain events.


 


9.     Denominations; Transfer; Exchange


 


The
Notes are in registered form, without coupons, in denominations of $2,000 and
integral multiples of $1,000.  A Holder
shall register the transfer of or exchange of Notes in accordance with the
Indenture.  Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to
pay any taxes required by law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Notes selected for redemption in whole or in part, except
the unredeemed portion of any Note being redeemed in part.  The Company shall not be required (i) to
issue, to register the transfer of or to exchange any Notes during a period
beginning at the opening of business 15 days before the day of the mailing of
notice of redemption and ending at the close of business on such day, (ii) to
register the transfer of or to exchange any Note so selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part or (iii) to register the transfer of or to exchange a Note between a
record date and the next succeeding Interest Payment Date.


 


10.   Persons Deemed Owners


 


The
registered Holder of this Note shall be treated as the owner of it for all
purposes.


 


11.   Unclaimed Money


 


If
money for the payment of principal or interest remains unclaimed for two years,
the Trustee and a Paying Agent shall pay the money back to the Company at its
written request unless an abandoned property law designates another
Person.  After any such payment, the
Holders entitled to the money must look to the Company for payment as general
creditors and the Trustee and a Paying Agent shall have no further liability
with respect to such monies.


 


12.   Discharge and Defeasance


 


Subject
to certain conditions, the Company at any time may terminate some of or all its
obligations under the Notes and the Indenture if the Company deposits with the
Trustee cash in United States dollars, non-callable Government Obligations, or
a combination of United States dollars and Government Obligations, in such
amounts as will be sufficient, in the opinion 


 


A-8

















 


of
a nationally recognized firm of public accountant, to pay the principal amount,
premium, if any, and interest on the Notes on the stated date for payment
thereof or on the applicable redemption date, as the case may be.


 


13.   Amendment, Waiver


 


Subject
to certain exceptions set forth in the Indenture, (i) the Indenture, the
Guarantees or the Notes may be amended with the written consent of the Holders
of at least a majority in principal amount of the Notes then outstanding voting
as a single class and (ii) any past default or compliance with any
provisions of the Indenture, the Guarantees or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding
Notes voting as a single class.  Subject
to certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company, the Guarantors and the Trustee may amend the Indenture,
the Guarantees or the Notes (i) to cure any ambiguity, omission, defect or
inconsistency; (ii) to provide for uncertificated Notes in addition to or
in place of certificated Notes (provided
that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of
the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of
the Code) or to alter the provisions of Article 2 of the Indenture or the
Appendix hereof relating to the form of the Notes (including the related
definitions) in a manner that does not adversely affect any Holder; (iii) to
provide for the assumption of the Company’s or a Guarantor’s obligations to
Holders of the Notes by a successor to the Company or a Guarantor in case of a
merger or consolidation; (iv) to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder; (v) to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act; (vi) to
provide for the issuance of Notes issued after the Issue Date in accordance
with the limitations set forth in the Indenture; (vii) to release any
Guarantor from its Guarantee in accordance with the Indenture; (viii) or
to allow any Guarantor to execute a supplemental indenture to the Indenture
and/or a Guarantee with respect to the Notes; (ix) to secure the Notes; (x) to
provide for the issuance of exchange securities which shall have terms
substantially identical in all respects to the Notes (except that the transfer
restrictions contained in the Notes shall be modified or eliminated as
appropriate) and which shall be treated, together with any outstanding Notes,
as a single class of securities; or (xi) to conform the text of the
Indenture, the Notes or the Guarantees to any provision of the “Description of
notes” section of the Offering Memorandum to the extent that such provision in
the “Description of notes” is intended to be a verbatim recitation of a provision
of this Indenture, the Notes or the Guarantees.


 


14.   Defaults and Remedies


 


Events
of Default include: (i) the failure to pay interest or Additional
Interest, if any, on any Notes when the same becomes due and payable if the
default continues for a period of 30 days; (ii) the failure to pay the
principal of or premium, if any, on any Notes when such principal or premium,
if any, becomes due and payable, at maturity, upon redemption or otherwise
(including the failure to make a payment to purchase Notes tendered pursuant to
a Change of Control Offer or a Net Proceeds Offer on the date specified for
such payment in the applicable offer to purchase); (iii) a default in the
observance or performance of any other covenant or agreement contained in the Indenture
if the default continues for a period of 60 days 


 


A-9

















 


after
the Company receives written notice specifying the default (and demanding that
such default be remedied) from the Trustee or the Holders of at least 25% of
the outstanding principal amount of the Notes (except in the case of a default
with respect to Section 5.01 or Section 11.06 of the Indenture, which
will constitute an Event of Default with such notice requirement but without
such passage of time requirement); (iv) the failure to pay at final stated
maturity (after giving effect to any applicable grace periods and any
extensions thereof) the principal amount of any Indebtedness of the Company or
any Significant Subsidiary of the Company (other than a Securitization Entity)
or Group of Restricted Subsidiaries that, taken together (as of the latest
audited consolidated financial statement for the Company and its Restricted
Subsidiaries) or the acceleration of the maturity of any such Indebtedness, if
the aggregate principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness, whether such Indebtedness now
exists, or is created after the date of the Indenture, in default for failure
to pay principal at final maturity or which has been accelerated, aggregates
$20.0 million or more at any time; (v) one or more judgments in an
aggregate amount in excess of $20.0 million (which are not covered by insurance
or indemnity as to which the insurer or a creditworthy indemnitor has not
disclaimed coverage) shall have been rendered against the Company or any of its
Significant Subsidiaries or group of Restricted Subsidiaries that, taken
together (as of the latest audited consolidated financial statements for the Company
and its Restricted Subsidiaries), would constitute a Significant Subsidiary,
and such judgments remain undischarged, unpaid or unstayed for a period of 60
days after such judgment or judgments become final and non-appealable; (vi) certain
events of bankruptcy, insolvency or reorganization affecting the Company or any
of its Significant Subsidiaries or group of Restricted Subsidiaries that taken
together (as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary; and (vii) any Guarantee of a Significant Subsidiary, or group
of Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries) would constitute a Significant Subsidiary, ceases to be in full
force and effect (except as contemplated by the terms of the Indenture) or is
declared null and void in a judicial proceeding or any Guarantor that is a
Significant Subsidiary or group of Guarantors that taken together (as of the
latest audited consolidated financial statements of the Company and its
Restricted Subsidiaries) would constitute a Significant Subsidiary denies or
disaffirms its obligations under the Indenture or its Guarantee. If any Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare all the Notes to
be due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy with respect to the Company,
all outstanding Notes will become due and payable without further action or
notice. Holders may not enforce the Indenture or the Notes except as provided
in the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest or Additional
Interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest (including Additional Interest, if any) on, or the principal of, the
Notes. The Company is required to deliver to the Trustee annually a statement
regarding 


 


A-10

















 


compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.


 


15.   Trustee Dealings with the Company


 


Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal the Company or its Affiliates with the same rights it
would have if it were not Trustee.


 


16.   Authentication


 


This
Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Note.


 


17.   Abbreviations


 


Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN
COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


18.   Governing Law


 


THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


19.   CUSIP Numbers and ISINs


 


The
Company has caused CUSIP numbers and ISINs to be printed on the Notes and has
directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as
a convenience to the Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.


 


The Company will furnish to any Holder of Notes upon
written request and without charge to the Holder a copy of the Indenture which
has in it the text of this Note.


 


A-11
















 


ASSIGNMENT FORM


 


To
assign this Note, fill in the form below:


 


I
or we assign and transfer this Note to:


 




 





(Print or type assignee’s name, address and zip code)


 




 





(Insert assignee’s soc. sec. or tax I.D. No.)


 


and
irrevocably
appoint                           agent
to transfer this Note on the books of the Company.  The agent may substitute another to act for
him.


 




 





 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  



 




 





Sign
exactly as your name appears on the other side of this Note.


 


 


Signature
Guarantee:


 


	
  Date:

  	
   

  	
   

  	
   

  
	
  Signature
  must be guaranteed by a participant in a recognized signature guaranty
  medallion program or other signature guarantor program reasonably acceptable
  to the Trustee

  	
   

  	
  Signature
  of Signature Guarantee

  



 


A-12

















 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED NOTES


 


This
certificate relates to
$                  
principal amount of Notes held
in (check applicable space)         
book-entry or           
definitive form by the undersigned.


 


The
undersigned (check one box below):


 


o                               has requested
the Trustee by written order to deliver in exchange for its beneficial interest
in the Global Note held by the Depository a Note or Notes in definitive,
registered form of authorized denominations and an aggregate principal amount
equal to its beneficial interest in such Global Note (or the portion thereof
indicated above);


 


o                               has requested
the Trustee by written order to exchange or register the transfer of a Note or Notes.


 


In connection with any transfer of any of the Notes
evidenced by this certificate occurring prior to the expiration of the period
referred to in Rule 144(k) under the Securities Act of 1933, the undersigned
confirms that such Notes are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


	
  (1)

  	
  o

  	
  to
  the Company; or

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  o

  	
  to
  the Registrar for registration in the name of the Holder, without transfer;
  or

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  o

  	
  pursuant
  to an effective registration statement under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  
	
  (4)

  	
  o

  	
  inside
  the United States to a “qualified institutional buyer” (as defined in
  Rule 144A under the Securities Act of 1933) that purchases for its own
  account or for the account of a qualified institutional buyer to whom notice
  is given that such transfer is being made in reliance on Rule 144A, in
  each case pursuant to and in compliance with Rule 144A under the
  Securities Act of 1933; or

  
	
   

  	
   

  	
   

  
	
  (5)

  	
  o

  	
  outside
  the United States in an offshore transaction within the meaning of
  Regulation S under the Securities Act in compliance with Rule 904
  under the Securities Act of 1933 and such Note shall be held immediately
  after the transfer through Euroclear or Clearstream until the expiration of
  the Restricted Period (as defined in the Indenture); or

  
	
   

  	
   

  	
   

  
	
  (6)

  	
  o

  	
  to
  an institutional “accredited investor” (as defined in Rule 501(a)(1),
  (2), (3) or (7) under the Securities Act of 1933) that has
  furnished to the Trustee a signed letter containing certain representations
  and agreements; or

  



 


A-13

















 


	
  (7)

  	
  o

  	
  pursuant
  to another available exemption from registration provided by Rule 144
  under the Securities Act of 1933.

  



 


Unless
one of the boxes is checked, the Trustee will refuse to register any of the
Notes evidenced by this certificate in the name of any Person other than the
registered Holder thereof; provided,
however, that if
box (5), (6) or (7) is checked, the Trustee may require, prior
to registering any such transfer of the Notes, such legal opinions,
certifications and other information as the Company has reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
  Signature
  must be guaranteed by a participant in a recognized signature guaranty
  medallion program or other signature guarantor program reasonably acceptable
  to the Trustee

  	
   

  	
  Signature
  of Signature Guarantee

  
					



 


A-14

















 


TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Note for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:
  To be executed by an executive officer

  



 


A-15

















 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


 


The
initial principal amount of this Global Note is
$                            .  The following increases or decreases in this
Global Note have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease

  in Principal Amount

  of this Global Note

  	
   

  	
  Amount of increase in

  Principal Amount of

  this Global Note

  	
   

  	
  Principal amount of this

  Global Note following

  such decrease or increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or Notes

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-16

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 4.10 (Asset Sale) or 4.15 (Change of
Control) of the Indenture, check the box:


 


Asset Sale  o                      Change
of Control  o


 


If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 4.10 (Asset Sale) or 4.15
(Change of Control) of the Indenture, state the amount ($1,000 principal amount
or an integral multiple thereof):


 


$


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your name appears on the other side of
  this Note)

  



 


	
  Signature Guarantee:

  	
   

  	
   

  



 


Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or other signature guarantor
program reasonably acceptable to the Trustee


 


A-17
















 


EXHIBIT B


 


[FORM OF FACE OF EXCHANGE NOTE]


 


[Global Notes Legend]


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK,
NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF.


 

















 


	
  No.

  	
  $                    

  



 


7.5% Senior Note due 2017


 


CUSIP No. [144A:
                ]/[REG
S:
              ]/[IAI:
              ]


ISIN No. [144A:
                ]/[REG
S:
              ]/[IAI:
              ]


 


POLYPORE
INTERNATIONAL, INC., a Delaware corporation, promises to pay to
[                   ],
or registered assigns, the principal sum
[of                 Dollars]
[listed on the Schedule of Increases or Decreases in Global Note attached
hereto](1) on November 15, 2017.


 


Interest Payment Dates:  May 15 and November 15.


Record Dates: 
May 1 and November 1.


 


Additional
provisions of this Note are set forth on the other side of this Note.


 


IN
WITNESS WHEREOF, the parties have caused this instrument to be duly executed.


 


	
   

  	
   

  	
  POLYPORE
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


Dated:


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


THE
BANK OF NEW YORK MELLON,


   as Trustee, certifies that this is 


   one of the Notes 


   referred to in the Indenture.


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 






*/                             If the Note is to be issued
in global form, add the Global Notes Legend and the attachment from Exhibit A
captioned “TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL NOTE”.


 


(1)                                  Use the Schedule of
Increases and Decreases language if Note is in Global Form.


 


B-2

















 


[FORM OF REVERSE SIDE OF EXCHANGE NOTE]


 


7.5% Senior Note due 2017


 


1.     Interest


 


POLYPORE
INTERNATIONAL, INC., a Delaware corporation (such corporation, and its
successors and assigns under the Indenture, being herein called the “Company”),
promises to pay interest on the principal
amount of this Note at the rate per annum shown above.  The Company shall pay interest semiannually
on May 15 and November 15 of each year, commencing May 15, 2011.  Interest on the Notes shall accrue from the
most recent date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from November 26, 2010 until the
principal hereof is due.  Interest shall
be computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue
principal at the rate borne by the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.


 


2.     Method of Payment


 


The
Company shall pay interest on the Notes (except defaulted interest) and
Additional Interest, if any, to the Persons who are registered Holders at the
close of business on May 1 and November 1 next preceding the interest payment
date even if Notes are canceled after the record date and on or before the
interest payment date.  Holders must
surrender Notes to a Paying Agent to collect principal payments.  The Company shall pay principal, premium, if
any, and interest in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts.  Payments in respect of the Notes represented
by a Global Note (including principal, premium, if any, interest and Additional
Interest, if any) shall be made by wire transfer of immediately available funds
to the accounts specified by The Depository Trust Company or any successor
depositary.  The Company will make all
payments in respect of a certificated Note (including principal, premium, if
any, interest and Additional Interest, if any), at the office of each Paying
Agent, except that, at the option of the Company, payment of interest and
Additional Interest, if any, may be made by mailing a check to the registered
address of each Holder thereof; provided,
however, that payments on
the Notes may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or a
Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).


 


3.     Paying Agent and Registrar


 


Initially,
The Bank of New York Mellon (the “Trustee”), will act as Paying Agent and
Registrar.  The Company may appoint and
change any Paying Agent or Registrar without notice.  The Company or any of its domestically
incorporated Wholly-Owned Subsidiaries may act as Paying Agent or Registrar.


 


B-3

















 


4.     Indenture


 


The
Company issued the Notes under an Indenture dated as of November 26, 2010 (the “Indenture”),
among the Company, the Guarantors and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on
the date of the Indenture (the “TIA”). 
Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture.  The
Notes are subject to all terms and provisions of the Indenture, and the Holders
(as defined in the Indenture) are referred to the Indenture and the TIA for a
statement of such terms and provisions.


 


The
Notes are general unsecured, senior obligations of the Company.  This Note is one of the Initial Notes
referred to in the Indenture.  The Notes
include the Initial Notes and any Exchange Notes issued in exchange for Initial
Notes pursuant to the Indenture.  The
Initial Notes and any Exchange Notes are treated as a single class of
securities under the Indenture.  The
Indenture imposes certain limitations on the ability of the Company and its
Restricted Subsidiaries to, among other things, make certain Investments and
other Restricted Payments, pay dividends and other distributions, incur
Indebtedness, sell or otherwise dispose of assets including capital stock,
enter into or permit certain transactions with Affiliates, create or incur
Liens and engage in other business activities. The Indenture also imposes
limitations on the ability of the Company to consolidate or merge with or into
any other Person or convey, transfer or lease all or substantially all of its
property.


 


To
guarantee the due and punctual payment of the principal of, if any, or interest
on in respect of the Notes and all other amounts payable by the Company under
the Indenture and the Notes when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of
the Notes and the Indenture, each of the Guarantors have, jointly and severally,
unconditionally and irrevocably guaranteed the Guaranteed Obligations on a
senior unsecured basis pursuant to the terms of the Indenture.


 


5.     Optional Redemption


 


Except
as set forth in the following paragraphs, the Notes shall not be redeemable at
the Company’s option prior to November 15, 2013. On or after November 15, 2013,
the Notes shall be subject to redemption at any time at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount
thereof) set forth below plus accrued and unpaid interest to the applicable
redemption date, if redeemed during the twelve month period commencing on
November 15 of the year set forth below:


 


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
  105.625

  	
  %

  
	
  2014

  	
   

  	
  103.750

  	
  %

  
	
  2015

  	
   

  	
  101.875

  	
  %

  
	
  2016 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


B-4

















 


In
addition, prior to November 15, 2013, the Company may redeem the Notes at its
option, in whole at any time or in part from time to time, upon not less than
30 nor more than 60 days’ prior notice mailed by first-class mail to each
Holder’s registered address, at a redemption price equal to 100% of the
principal amount redeemed plus the Applicable Premium as of, and accrued and
unpaid interest and additional amounts, if any, to, the applicable redemption
date (subject to the right of the Holders of record on the relevant record date
to receive interest due on the relevant interest payment date).


 


Notwithstanding
the foregoing, prior to November 15, 2013, the Company may at its option on one
or more occasions redeem the Notes (which includes Additional Notes, if any) in
an aggregate principal amount not to exceed 35% of the aggregate principal
amount of the Notes (which includes Additional Notes, if any) originally issued
at a redemption price (expressed as a percentage of the principal amount) of
107.50% (and Additional Interest, if any) plus accrued and unpaid interest to
the applicable redemption date, with the net cash proceeds from one or more
Equity Offerings; provided, however,
that (i) at least 65% of such aggregate principal amount of Notes (which
includes Additional Notes, if any) remains outstanding immediately after the
occurrence of each such redemption (other than Notes held, directly or
indirectly, by the Company or its Affiliates); and (ii) each such redemption
occurs within 60 days after the date of the related Equity Offering.


 


6.     Sinking Fund


 


The
Notes are not subject to any sinking fund.


 


7.     Notice of Redemption


 


Notice
of redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date to each Holder of Notes to be
redeemed at his, her or its registered address. 
Notes in denominations larger than $2,000 may be redeemed in part but
only in whole multiples of $1,000.  If
money sufficient to pay the redemption price of and accrued and unpaid interest
on all Notes (or portions thereof) to be redeemed on the redemption date is
deposited with a Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date, interest ceases to
accrue on such Notes (or such portions thereof) called for redemption.


 


8.     Repurchase of Notes at
the Option of the Holders upon Change of Control and Asset Sales


 


If
a Change of Control occurs, each Holder shall have the right, subject to
certain conditions specified in the Indenture, to require the Company to
repurchase all or a portion of such Holder’s Notes at a purchase price equal to
101% of the principal amount thereof plus accrued interest to the date of
repurchase (subject to the right of the Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), as
provided in, and subject to the terms of, the Indenture.


 


B-5

















 


In
accordance with Section 4.10 of the Indenture, the Company will be
required to offer to purchase Notes upon the occurrence of certain events.


 


9.     Denominations; Transfer; Exchange


 


The
Notes are in registered form, without coupons, in denominations of $2,000 and
integral multiples of $1,000.  A Holder
shall register the transfer of or exchange of Notes in accordance with the
Indenture.  Upon any registration of transfer
or exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay
any taxes required by law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Notes selected for redemption in whole or in part, except
the unredeemed portion of any Note being redeemed in part.  The Company shall not be required (i) to
issue, to register the transfer of or to exchange any Notes during a period
beginning at the opening of business 15 days before the day of the mailing of
notice of redemption and ending at the close of business on such day, (ii) to
register the transfer of or to exchange any Note so selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part or (iii) to register the transfer of or to exchange a Note between a
record date and the next succeeding Interest Payment Date.


 


10.   Persons Deemed Owners


 


The
registered Holder of this Note shall be treated as the owner of it for all
purposes.


 


11.   Unclaimed Money


 


If
money for the payment of principal or interest remains unclaimed for two years,
the Trustee and a Paying Agent shall pay the money back to the Company at its
written request unless an abandoned property law designates another
Person.  After any such payment, the
Holders entitled to the money must look to the Company for payment as general
creditors and the Trustee and a Paying Agent shall have no further liability
with respect to such monies.


 


12.   Discharge and Defeasance


 


Subject
to certain conditions, the Company at any time may terminate some of or all its
obligations under the Notes and the Indenture if the Company deposits with the
Trustee cash in United States dollars, non-callable Government Obligations, or
a combination of United States dollars and Government Obligations, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm
of public accountant, to pay the principal amount, premium, if any, and
interest on the Notes on the stated date for payment thereof or on the
applicable redemption date, as the case may be.


 


13.   Amendment, Waiver


 


Subject
to certain exceptions set forth in the Indenture, (i) the Indenture, the
Guarantees or the Notes may be amended with the written consent of the Holders
of at least a majority in principal amount of the Notes then outstanding voting
as a single class and (ii) any past default or compliance with any provisions
of the Indenture, the Guarantees or the Notes may 


 


B-6

















 


be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes voting as a single class.  Subject to certain exceptions set forth in
the Indenture, without the consent of any Holder, the Company, the Guarantors
and the Trustee may amend the Indenture, the Guarantees or the Notes (i) to
cure any ambiguity, omission, defect or inconsistency; (ii) to provide for
uncertificated Notes in addition to or in place of certificated Notes (provided
that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated Notes
are described in Section 163(f)(2)(B) of the Code) or to alter the provisions
of Article 2 of the Indenture or the Appendix hereof relating to the form of
the Notes (including the related definitions) in a manner that does not
adversely affect any Holder; (iii) to provide for the assumption of the Company’s
or a Guarantor’s obligations to Holders of the Notes by a successor to the
Company or a Guarantor in case of a merger or consolidation; (iv) to make any
change that would provide any additional rights or benefits to the Holders of
the Notes or that does not adversely affect the legal rights under the
Indenture of any such Holder; (v) to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act; (vi) to provide for the issuance of Notes issued after the Issue
Date in accordance with the limitations set forth in the Indenture; (vii) to
release any Guarantor from its Guarantee in accordance with the Indenture;
(viii) or to allow any Guarantor to execute a supplemental indenture to the
Indenture and/or a Guarantee with respect to the Notes; (ix) to secure the
Notes; (x) to provide for the issuance of exchange securities which shall have
terms substantially identical in all respects to the Notes (except that the
transfer restrictions contained in the Notes shall be modified or eliminated as
appropriate) and which shall be treated, together with any outstanding Notes,
as a single class of securities; or (xi) to conform the text of the Indenture,
the Notes or the Guarantees to any provision of the “Description of notes”
section of the Offering Memorandum to the extent that such provision in the “Description
of notes” is intended to be a verbatim recitation of a provision of this
Indenture, the Notes or the Guarantees..


 


14.   Defaults and Remedies


 


 Events of Default include: (i) the failure to
pay interest or Additional Interest, if any, on any Notes when the same becomes
due and payable if the default continues for a period of 30 days; (ii) the
failure to pay the principal of or premium, if any, on any Notes when such
principal or premium, if any, becomes due and payable, at maturity, upon
redemption or otherwise (including the failure to make a payment to purchase
Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on
the date specified for such payment in the applicable offer to purchase); (iii)
a default in the observance or performance of any other covenant or agreement
contained in the Indenture if the default continues for a period of 60 days
after the Company receives written notice specifying the default (and demanding
that such default be remedied) from the Trustee or the Holders of at least 25%
of the outstanding principal amount of the Notes (except in the case of a
default with respect to Section 5.01 or Section 11.06 of the Indenture, which
will constitute an Event of Default with such notice requirement but without
such passage of time requirement); (iv) the failure to pay at final stated
maturity (after giving effect to any applicable grace periods and any
extensions thereof) the principal amount of any Indebtedness of the Company or
any Significant Subsidiary of the Company (other than a Securitization Entity)
or group of Restricted Subsidiaries that, taken together (as of the latest
audited consolidated financial statement for the Company and its Restricted
Subsidiaries) or the acceleration of the maturity of any such Indebtedness, if
the aggregate principal amount of such 


 


B-7

















 


Indebtedness,
together with the principal amount of any other such Indebtedness, whether such
Indebtedness now exists, or is created after the date of the Indenture, in
default for failure to pay principal at final maturity or which has been
accelerated, aggregates $20.0 million or more at any time; (v) one or more
judgments in an aggregate amount in excess of $20.0 million (which are not
covered by insurance or indemnity as to which the insurer or a creditworthy
indemnitor has not disclaimed coverage) shall have been rendered against the
Company or any of its Significant Subsidiaries or group of Restricted
Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Company and its Restricted Subsidiaries), would
constitute a Significant Subsidiary, and such judgments remain undischarged,
unpaid or unstayed for a period of 60 days after such judgment or judgments
become final and non-appealable; (vi) certain events of bankruptcy, insolvency
or reorganization affecting the Company or any of its Significant Subsidiaries
or group of Restricted Subsidiaries that taken together (as of the latest
audited consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary; and (vii) any
Guarantee of a Significant Subsidiary, or group of Restricted Subsidiaries
that, taken together (as of the latest audited consolidated financial
statements for the Company and its Restricted Subsidiaries) would constitute a
Significant Subsidiary, ceases to be in full force and effect (except as
contemplated by the terms of the Indenture) or is declared null and void in a
judicial proceeding or any Guarantor that is a Significant Subsidiary or group
of Guarantors that taken together (as of the latest audited consolidated
financial statements of the Company and its Restricted Subsidiaries) would
constitute a Significant Subsidiary denies or disaffirms its obligations under
the Indenture or its Guarantee. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy with respect to the Company, all outstanding Notes
will become due and payable without further action or notice. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest or Additional Interest) if it determines
that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest (including
Additional Interest, if any) on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.


 


15.   Trustee Dealings with the Company


 


Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal the Company or its Affiliates with the same rights it
would have if it were not Trustee.


 


B-8

















 


16.   Authentication


 


This
Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Note.


 


17.   Abbreviations


 


Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN
COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


18.   Governing Law


 


THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


19.   CUSIP Numbers and ISINs


 


The
Company has caused CUSIP numbers and ISINs to be printed on the Notes and has
directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as
a convenience to the Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.


 


The Company will furnish to any Holder of Notes upon
written request and without charge to the Holder a copy of the Indenture which
has in it the text of this Note.


 


B-9
















 


ASSIGNMENT FORM


 


To
assign this Note, fill in the form below:


 


I
or we assign and transfer this Note to:


 




 





(Print or type assignee’s name, address and zip code)


 




 





(Insert assignee’s soc. sec. or tax I.D. No.)


 


and
irrevocably
appoint                           agent
to transfer this Note on the books of the Company.  The agent may substitute another to act for
him.


 




 





 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  



 




 





Sign
exactly as your name appears on the other side of this Note.


 


 


Signature Guarantee:


 


	
  Date:

  	
   

  	
   

  	
   

  
	
  Signature
  must be guaranteed by a participant in a recognized signature guaranty
  medallion program or other signature guarantor program reasonably acceptable
  to the Trustee

  	
   

  	
  Signature
  of Signature Guarantee

  



 


B-10

















 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


 


The
initial principal amount of this Global Note is
$                            .  The following increases or decreases in this
Global Note have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease

  in Principal Amount

  of this Global Note

  	
   

  	
  Amount of increase in

  Principal Amount of

  this Global Note

  	
   

  	
  Principal amount of this

  Global Note following

  such decrease or increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or Notes

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-11

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 4.10 (Asset Sale) or 4.15 (Change of
Control) of the Indenture, check the box:


 


Asset Sale  o                      Change
of Control  o


 


If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 4.10 (Asset Sale) or 4.15
(Change of Control) of the Indenture, state the amount ($1,000 principal amount
or an integral multiple thereof):


 


$


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears on the other side of this Note)

  



 


	
  Signature Guarantee:

  	
   

  	
   

  



 


Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or other signature guarantor
program reasonably acceptable to the Trustee


 


B-12

















 


EXHIBIT C


 


Form of

Transferee Letter of Representation


 


Polypore
International, Inc.


 


c/o
The Bank of New York Mellon

101 Barclay Street, Fl. 4E

New York, New York  10286


 


Ladies
and Gentlemen:


 


This
certificate is delivered to request a transfer of
$[     ] principal amount of the 7.5% Senior Notes due
2017 (the “Notes”) of POLYPORE INTERNATIONAL, INC. (such corporation, and
its successors and assigns under the Indenture, being herein called the “Company”).


 


Upon
transfer, the Notes would be registered in the name of the new beneficial owner
as follows:


 


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  
	
  Taxpayer
  ID Number:

  	
   

  	
   

  
					



 


The
undersigned represents and warrants to you that:


 


1.             We are an institutional “accredited
investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for
our own account or for the account of such an institutional “accredited
investor” at least $250,000 principal amount of the Notes, and we are acquiring
the Notes not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act.  We have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Notes, and we invest in or purchase securities
similar to the Notes in the normal course of our business.  We, and any accounts for which we are acting,
are each able to bear the economic risk of our or its investment.


 


2.             We understand that the Notes have
not been registered under the Securities Act and, unless so registered, may not
be sold except as permitted in the following sentence.  We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date that is two years after the
later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Notes (or any predecessor
thereto) (the “Resale Restriction Termination Date”) only (a) to the
Company, (b) pursuant to a registration statement that has been declared
effective under the Securities Act, (c) in a transaction complying with
the 


 

















 


requirements
of Rule 144A under the Securities Act (“Rule 144A”), to a person we
reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”)
that is purchasing for its own account or for the account of a QIB and to whom
notice is given that the transfer is being made in reliance on Rule 144A,
(d) pursuant to offers and sales that occur outside the United States
within the meaning of Regulation S under the Securities Act, (e) to
an institutional “accredited investor” within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional “accredited
investor,” in each case in a minimum principal amount of Notes of $250,000, or
(f) pursuant to any other available exemption from the registration
requirements of the Securities Act, subject in each of the foregoing cases to
any requirement of law that the disposition of our property or the property of
such investor account or accounts be at all times within our or their control
and in compliance with any applicable state securities laws.  The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date.  If any resale or other transfer of the Notes
is proposed to be made pursuant to clause (e) above prior to the
Resale Restriction Termination Date, the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act and that it is acquiring
such Notes for investment purposes and not for distribution in violation of the
Securities Act.  Each purchaser
acknowledges that the Company and the Trustee reserve the right prior to the
offer, sale or other transfer prior to the Resale Restriction Termination Date
of the Notes pursuant to clause (d), (e) or (f) above to
require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Company and the Trustee.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRANSFEREE:                                        ,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  



 


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EXHIBIT D


 


[FORM OF SUPPLEMENTAL INDENTURE]


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”) dated as of
[            ],
among [GUARANTOR] (the “New Guarantor”), a subsidiary of POLYPORE INTERNATIONAL, INC.,
a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a
New York banking corporation, as trustee under the indenture referred to below
(the “Trustee”).


 


W I T N E S S E T H :


 


WHEREAS
the Company and the existing Guarantors have heretofore executed and delivered
to the Trustee an Indenture (as amended, supplemented or otherwise modified,
the “Indenture”) dated as of November 26, 2010, providing for the issuance
of the Company’s 7.5% Senior Notes due 2017 (the “Notes”), initially in the
aggregate principal amount of $365,000,000;


 


WHEREAS
Section 11.09 of the Indenture provides that under certain circumstances
the Company is required to cause the New Guarantor to execute and deliver to
the Trustee a supplemental indenture pursuant to which the New Guarantor shall
unconditionally guarantee all the Company’s obligations under the Notes
pursuant to a Senior Guarantee on the terms and conditions set forth herein;
and


 


WHEREAS
pursuant to Section 9.01 of the Indenture, the Trustee, the Company and
the existing Guarantors are authorized to execute and deliver this Supplemental
Indenture;


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor,
the Company, and the Trustee mutually covenant and agree for the equal and
ratable benefit of the holders of the Notes as follows:


 


1.             Defined Terms.  As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined, except that the term “Holders” in this Guarantee shall
refer to the term “Holders” as defined in the Indenture and the Trustee acting
on behalf of and for the benefit of such Holders.  The words “herein,” “hereof” and hereby and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.


 


2.             Agreement to Guarantee.  The New Guarantor hereby agrees, jointly and
severally with all existing Guarantors (if any), to unconditionally guarantee
the Company’s obligations under the Notes on the terms and subject to the
conditions set forth in Article 11 of the Indenture and to be bound by all
other applicable provisions of the Indenture and the Notes and to perform all
of the obligations and agreements of a Guarantor under the Indenture.


 


3.             Notices.  All notices or other communications to the
New Guarantor shall be given as provided in Section 10.02 of the
Indenture.


 

















 


4.             Ratification of Indenture;
Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.


 


5.             Governing Law.  THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


 


6.             Trustee Makes No Representation.  The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.


 


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


 


8.             Effect of Headings.  The Section headings herein are for
convenience only and shall not affect the construction thereof.


 


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


 


	
   

  	
  [NEW
  GUARANTOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  POLYPORE
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON, AS TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-3