Exhibit 4.1


 


EXECUTION COPY


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT dated as of May 13, 2004 (the
“Agreement”) is entered into by and among (i) PP Acquisition Corporation, a
Delaware Corporation (the “Company”), to be merged with and into Polypore,
Inc., a Delaware corporation, (ii) the guarantors  listed in Schedule 1 hereto (the “Guarantors”), (iii)
J.P. Morgan Securities Inc., Bear, Stearns & Co. Inc., UBS Securities LLC
and Lehman Brothers Inc. (the “Dollar Initial Purchasers”), for whom J.P.
Morgan Securities Inc. is acting as representative (the “Dollar
Representative”) and (iv) J.P. Morgan Securities Ltd., Bear, Stearns
International Limited, UBS Limited and Lehman Brothers International (Europe)
(the “Euro Initial Purchasers” and together with the Dollar Initial Purchasers,
the “Initial Purchasers”), for whom J.P. Morgan Securities Ltd. is acting as
representative (the “Euro Representative” and together with the Dollar
Representative, the “Representatives”).


 


The Company, the Guarantors and the Initial Purchasers are parties to
the Purchase Agreement dated May 6, 2004 (the “Purchase Agreement”), which
provides for the sale by the Company (i) to the Dollar Initial Purchasers of
$225,000,000 aggregate principal amount of the Company’s 83⁄4 % Senior
Subordinated Notes due 2012 (the “Dollar Securities”) and (ii) to the Euro
Initial Purchasers of €150,000,000 aggregate principal amount of the Company’s
83⁄4 % Senior Subordinated Notes due 2012 (the “Euro Securities” and together
with the Dollar Securities, the “Securities”) which will be guaranteed on an unsecured
senior subordinated basis by each of the Guarantors.  As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company and the Guarantors have agreed to provide to
the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to
the closing under the Purchase Agreement.


 


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


 


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


 


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


 


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


 


“Company” shall have the meaning set forth in the preamble and upon
effectiveness of the merger of PP Acquisition with and into Polypore, Inc.,
with Polypore, Inc. as the surviving corporation, all references herein to the
Company shall be deemed to be references to Polypore, Inc. and all of the
Company’s successors.


 


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


 


“Dollar Representative” shall have the meaning set forth in the
preamble.


 

















 


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


 


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


 


“Euro Representative” shall have the meaning set forth in the preamble.


 


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


 


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


 


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


 


“Exchange Dollar Securities” shall mean senior subordinated dollar
notes issued by the Company and guaranteed by the Guarantors under the
Indenture containing terms identical to the Dollar Securities (except that the
Exchange Dollar Securities will not be subject to restrictions on transfer or
to any increase in annual interest rate for failure to comply with this
Agreement) and to be offered to Holders of Dollar Securities in exchange for
securities pursuant to the Exchange Offer.


 


“Exchange Euro Securities” shall mean senior subordinated euro notes
issued by the Company and guaranteed by the Guarantors under the Indenture
containing terms identical to the Euro Securities (except that the Exchange
Euro Securities will not be subject to restrictions on transfer or to any
increase in annual interest rate for failure to comply with this Agreement) and
to be offered to Holders of Euro Securities in exchange for securities pursuant
to the Exchange Offer.


 


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


 


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


 


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


 


“Exchange Securities” shall mean the Exchange Dollar Securities and the
Exchange Euro Securities, collectively.


 


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


 


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


 


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“Indenture” shall mean the Indenture relating to the Securities dated
as of May 13, 2004 among the Company, the Guarantors and The Bank of New York,
as trustee, and as the same may be amended from time to time in accordance with
the terms thereof.


 


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


 


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


 


“Majority Holders” shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided
that whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities owned
directly or indirectly by the Company or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage or amount. 
The aggregate principal amount of the Registrable Securities, at any
date of determination, shall be the sum of (1) the principal amount of the
Registrable Dollar Securities at such date of determination plus (2) the U.S.
Dollar Equivalent, at such date of determination, of the principal amount of
the Registrable Euro Securities at such date of determination. The majority of
the aggregate principal amount of outstanding Registrable Securities shall be
calculated, on the relevant date of determination, by dividing (a) the
principal amount, as of such date of determination, of Registrable Securities
majority of the aggregate principal amount of outstanding Registrable
Securities, the Holders of which have so consented by (b) the aggregate
principal amount, as of such date of determination, of the Registrable
Securities then outstanding, in each case, as determined in accordance with the
preceding sentence.


 


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


 


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


 


“Prospectus” shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
any document incorporated by reference therein.


 


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


 


“Registrable Securities” shall mean the Registrable Dollar Securities
and the Registrable Euro Securities, collectively.


 


“Registrable Dollar Securities” shall mean the Dollar Securities; provided
that the Dollar Securities shall cease to be Registrable Dollar Securities (i)
when a Registration Statement with respect to such Dollar Securities has been
declared effective under the Securities Act and such Dollar Securities have
been exchanged or disposed of pursuant to such Registration Statement, (ii)
when such Dollar Securities are eligible to be sold pursuant to Rule 144(k) (or
any similar


 


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provision then in force, but not Rule 144A) under the Securities Act or
(iii) when such Dollar Securities cease to be outstanding.


 


“Registrable Euro Securities” shall mean the Euro Securities; provided
that the Euro Securities shall cease to be Registrable Euro Securities (i) when
a Registration Statement with respect to such Euro Securities has been declared
effective under the Securities Act and such Euro Securities have been exchanged
or disposed of pursuant to such Registration Statement, (ii) when such Euro
Securities are eligible to be sold pursuant to Rule 144(k) (or any similar
provision then in force, but not Rule 144A) under the Securities Act or (iii)
when such Euro Securities cease to be outstanding.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Staff” shall mean the staff of the SEC.


 


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


 


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


 


‘‘U.S. Dollar Equivalent’’ means, with respect to any monetary amount
in a currency other than U.S. dollars, at any time for the determination
thereof, the amount of U.S. dollars obtained by converting such foreign
currency involved in such computation into U.S. dollars at the spot rate for
the purchase of U.S. dollars with the applicable foreign currency as quoted by
Reuters at approximately 10:00 A.M. (New York City time) on such date of
determination (or if no such quote is available on such date, on the
immediately preceding Business Day for which such a quote is available).


 


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


 


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


 


2.                                       Registration
Under the Securities Act.  (a)  To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, the Company and the
Guarantors shall use their reasonable best efforts to (i) cause to be filed an
Exchange Offer Registration Statement covering an offer to the Holders to
exchange all the Registrable Securities for Exchange Securities and (ii) have
such Registration Statement remain effective until the earlier of 180 days
after the closing of the Exchange Offer (as such period may be extended
pursuant to the penultimate paragraph of Section 3 of this Agreement) and
the date on which all Participating Broker-Dealers and Initial Purchasers have
sold all Exchange Securities held by them. 
The Company and the Guarantors shall commence the Exchange Offer
promptly after the Exchange Offer Registration Statement is declared effective
by the SEC and use their reasonable best efforts to complete the Exchange Offer
not later than 250 days after the Closing Date.


 


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


 


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


 


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


 


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


 


(iv)                              that any Holder electing
to have a Registrable Security exchanged pursuant to the Exchange Offer will be
required to surrender such Registrable Security, together with the appropriate
letters of transmittal, to the institution and at the address (located in the
Borough of Manhattan, The City of New York) and in the manner specified in the
notice, prior to the close of business on the last Exchange Date; and


 


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


 


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


 


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


 


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


 


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


 


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Registrable Dollar Securities surrendered by such Holder or (y)
Exchange Euro Securities equal in principal amount to the principal amount of
the Registrable Euro Securities surrendered by such Holder, as the case may be.


 


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


 


(b)                                 In
the event that (i) the Company and the Guarantors determine that the Exchange
Offer Registration provided for in Section 2(a) above is not available or
may not be completed as soon as practicable after the last Exchange Date
because it would violate any applicable law or applicable interpretations of
the Staff, (ii) the Exchange Offer is not for any other reason completed within
250 days after the Closing Date or (iii) upon completion of the Exchange Offer
any Initial Purchaser shall so request in connection with any offering or sale
of Registrable Securities that are not eligible to be exchanged for Exchange
Securities in the Exchange Offer, the Company and the Guarantors shall use
their reasonable best efforts to cause to be filed as soon as practicable after
such determination, date or request, as the case may be, a Shelf Registration
Statement providing for the sale of all the Registrable Securities by the
Holders thereof and to have such Shelf Registration Statement declared
effective by the SEC.


 


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


 


The Company and the Guarantors agree to use their reasonable best
efforts to keep the Shelf Registration Statement continuously effective until
the expiration of the period referred to in Rule 144(k) under the Securities
Act with respect to the Registrable Securities or such shorter period that will
terminate when all the Registrable Securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement (the “Shelf
Effectiveness Period”).  The Company and
the Guarantors further agree to supplement or amend the Shelf Registration
Statement and the related Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder of Registrable Securities with respect to information relating to such
Holder, and to use their reasonable best efforts to cause any such amendment to
become effective and such Shelf Registration Statement and Prospectus to become
usable as soon as thereafter practicable. 
The Company and the Guarantors agree to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly
after its being used or filed with the SEC.


 


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


 


(d)                                 An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a
Shelf Registration Statement pursuant to Section 2(b) hereof will not be
deemed to have become effective unless it has been declared effective by the
SEC.


 


In the event that either (i) the Exchange Offer Registration Statement
is not declared effective or the Shelf Registration Statement, if required
hereby, is not declared effective on or prior to the 180th day after
the Closing Date, or (ii) after the Exchange Offer Registration Statement is
declared effective, the Exchange Offer is not consummated on or before the 250th
day after the Closing Date (each such event referred to in clauses (i) and (ii)
hereof, a “Registration Default”), the interest rate on the Registrable
Securities will be increased by 1.00% per annum over the rate otherwise in
effect, in each case, until the Exchange Offer Registration Statement or the
Shelf Registration Statement, if required hereby, is declared effective by the
SEC or the Exchange Offer is completed or the Securities become freely tradable
under the Securities Act.


 


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


 


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


 


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


 


(a)                                  prepare
and file with the SEC a Registration Statement on the appropriate form under
the Securities Act, which form (x) shall be selected by the Company and the
Guarantors, (y) shall, in the case of a Shelf Registration, be available for
the sale of the Registrable Securities by the selling Holders thereof and (z)
shall comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to


 


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be filed therewith; and use their reasonable best efforts to cause such
Registration Statement to become effective and remain effective for the
applicable period in accordance with Section 2 hereof;


 


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


 


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


 


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


 


(e)                                  in
the case of a Shelf Registration, notify each Holder of Registrable Securities,
counsel for such Holders and counsel for the Initial Purchasers promptly and,
if requested by any such Holder or counsel, confirm such advice in writing (i)
when a Registration Statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective, (ii) of any request by
the SEC or any state securities authority for amendments and supplements to a
Registration Statement and Prospectus or for additional information after the
Registration Statement has become effective, (iii) of the issuance by the SEC
or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose, (iv) if, between the effective date of a Registration
Statement and the closing of any sale of Registrable Securities covered
thereby, the


 


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representations and warranties of the Company or any Guarantor
contained in any underwriting agreement, securities sales agreement or other
similar agreement, if any, relating to an offering of such Registrable
Securities cease to be true and correct in all material respects or if the
Company or any Guarantor receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (v) of the
happening of any event during the period a Shelf Registration Statement is
effective that makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or that requires the making
of any changes in such Registration Statement or Prospectus in order to make
the statements therein not misleading and (vi) of any determination by the
Company or any Guarantor that a post-effective amendment to a Registration
Statement would be appropriate;


 


(f)                                    use
their reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of a Registration Statement at the earliest possible moment
and provide immediate notice to each Holder of the withdrawal of any such
order;


 


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


 


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


 


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


 


(j)                                     a
reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or
supplement to a Prospectus or of any document that is to be incorporated by
reference into a Registration Statement or a Prospectus after initial filing of
a Registration Statement, provide copies of such document to the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, to the Holders of Registrable Securities and their counsel) and make
such of the


 


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


 


(k)                                  obtain
a CUSIP number and International Securities Identification Number (“ISIN”) for
all Exchange Securities or Registrable Securities, as the case may be, not
later than the effective date of a Registration Statement, and provide the
Trustee with printed certificates for such Exchange Securities or Registrable
Securities, in a form eligible for deposit with The Depository Trust Company,
in the case of the Dollar Securities, and the common depository for Euroclear
and Clearstream Banking, in the case of the Euro Securities;


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


In the case of a Shelf Registration Statement, each Holder of
Registrable Securities agrees that, upon receipt of any notice from the Company
and the Guarantors of the happening of any event of the kind described in
Section 3(e)(iii) or 3(e)(v) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof and, if so directed
by the Company and the Guarantors, such Holder will deliver to the Company and
the Guarantors all copies in its possession, other than permanent file 


 


12

















 


copies then in such Holder’s possession, of the Prospectus covering
such Registrable Securities that is current at the time of receipt of such
notice.


 


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


 


The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering.  In any such
Underwritten Offering, the investment banker or investment bankers and manager
or managers (the “Underwriters”) that will administer the offering will be
selected by the Majority Holders of the Registrable Securities included in such
offering.


 


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


 


The Company and the Guarantors understand that it is the Staff’s
position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above
effect and the means by which Participating Broker-Dealers may resell the
Exchange Securities, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Securities owned by them, such Prospectus may
be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the Securities Act in connection with resales of
Exchange Securities for their own accounts, so long as the Prospectus otherwise
meets the requirements of the Securities Act.


 


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


 


13

















 


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


 


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


 


(b)                                 Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, the Guarantors, the Initial Purchasers and the other selling Holders,
their respective affiliates, the directors of the Company and the Guarantors,
each officer of the Company and the Guarantors who signed the Registration
Statement and each Person, if any, who controls the Company, the Guarantors,
any Initial Purchaser and any other selling Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the indemnity set forth in paragraph (a) above, but only
with respect to any losses, claims, damages or liabilities that arise out of,
or are based upon, any untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with any information relating
to such Holder furnished to the Company in writing by such Holder expressly for
use in any Registration Statement and any Prospectus.


 


(c)                                  If
any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person
in respect of which indemnification may be sought pursuant to either paragraph
(a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify
the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 5 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided, further, that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have to
an Indemnified


 


14

















 


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


 


(d)                                 If
the indemnification provided for in paragraphs (a) and (b) above is unavailable
to an Indemnified Person or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under
such paragraph, in lieu of indemnifying such Indemnified Person thereunder,
shall contribute to the amount paid or payable by such Indemnified Person as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on
the one hand, and by the Holders from receiving Securities or Exchange
Securities registered under the Securities Act, on the other hand, or (ii) if
the allocation provided by clause (i) is not permitted by applicable law,


 


15

















 


in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) but also the relative fault of the Company
and the Guarantors on the one hand and the Holders on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations.  The relative fault of the Company and the
Guarantors on the one hand and the Holders on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company and the Guarantors
or by the Holders and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.


 


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


 


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


 


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


 


6.                                       General.


 


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


 


16

















 


Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof.


 


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


 


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


 


(d)                                 Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the
Indenture.  If any transferee of any
Holder shall acquire Registrable Securities in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all the
terms of this Agreement, and by taking and holding such Registrable Securities
such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such Person shall
be entitled to receive the benefits hereof.


 


17

















 


The Initial Purchasers (in their capacity as Initial Purchasers) shall
have no liability or obligation to the Company or the Guarantors with respect
to any failure by a Holder  to comply
with, or any breach by any Holder of, any of the obligations of such Holder
under this Agreement.


 


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


 


(f)                                    Third Party Beneficiaries.  Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.


 


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


 


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


 


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


 


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


 


18

















 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


 


	
   

  	
  PP ACQUISITION CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn Amos

  	
   

  
	
   

  	
   

  	
  Name: Lynn Amos

  
	
   

  	
   

  	
  Title: Chief Financial Officer, Treasurer and

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DARAMIC, INC.

  
	
   

  	
  CELGARD, INC.

  
	
   

  	
  POLYPORE HOLDINGS, INC.

  
	
   

  	
  DARAMIC INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn Amos

  	
   

  
	
   

  	
   

  	
  Name: Lynn Amos

  
	
   

  	
   

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

  
					



 

















 


The undersigned hereby acknowledges and agrees that, upon the
effectiveness of the merger of PP Acquisition Corporation with and into
Polypore, Inc. with Polypore, Inc. continuing as the surviving corporation, it
will succeed by operation of law to all of the rights and obligations of PP
Acquisition Corporation set forth herein and that all references herein to the
“Company” shall thereupon be deemed to be references to the undersigned.


 


	
   

  	
  POLYPORE, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn Amos

  	
   

  
	
   

  	
  Name: Lynn Amos

  
	
   

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

  



 

















 


	
   

  	
  Confirmed and accepted as of the date first above written:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P. MORGAN SECURITIES INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  For itself and on behalf of the several Dollar Initial Purchasers

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Charlie Smith

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P. MORGAN SECURITIES LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  For itself and on behalf of the several Euro Initial Purchasers

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Collins

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  
						



 

















 


Schedule 1


 


List of Guarantors


 


 


	
  Name

  	
   

  	
  Jurisdiction
  of Incorporation

  	
   

  
	
  Daramic, Inc.

  	
   

  	
  Delaware

  	
   

  
	
  Celgard, Inc.

  	
   

  	
  Delaware

  	
   

  
	
  Polypore Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  
	
  Daramic International, Inc.

  	
   

  	
  Delaware