Exhibit 10.9


 


PP HOLDING CORPORATION II


 


STOCKHOLDERS’ AGREEMENT


 


This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of
May 13, 2004 and is entered into by and among PP Holding Corporation II, a
Delaware corporation (the “Company”), Warburg Pincus Private Equity
VIII, L.P., a Delaware limited partnership (“Warburg Pincus VIII”),
Warburg Pincus International Partners, L.P., a Delaware limited partnership (“Warburg
Pincus International” and together with Warburg Pincus VIII, collectively “Warburg
Pincus”), PP Holding, LLC, a Delaware limited liability company (“PP
Holding, LLC”), and the other institutional investors whose names and
addresses are set forth from time to time on Schedule I hereto
(such institutional investors, together with any Persons who become parties to
this Agreement pursuant to the terms of Section 7 hereof, are hereinafter
collectively referred to as the “Other Investors”; the Other Investors,
Warburg Pincus and PP Holding, LLC are hereinafter collectively referred to as
the “Institutional Investors”).  Schedule I
hereto shall be updated from time to time to include each Other Investor who
becomes a party to this Agreement after the date hereof pursuant to the terms
hereof.  Capitalized terms used herein
without definition elsewhere in this Agreement are defined in Section 10
hereof.


 


RECITALS


 


WHEREAS, on January 30, 2004, PP Acquisition Corporation (“PP
Acquisition”), a Delaware corporation and a wholly owned subsidiary of PP
Holding Corporation, a Delaware corporation (“PP Holding”), entered into
a Stock Purchase Agreement (the “Purchase Agreement”) with Polypore
Inc., a Delaware corporation (“Polypore”), and certain stockholders of
Polypore party thereto, pursuant to which, upon satisfaction of the terms and
subject to the conditions set forth in the Purchase Agreement, PP Acquisition
agreed to purchase 100% of the capital stock of Polypore;


 


WHEREAS, PP Holding is a wholly owned subsidiary of the Company;


 


WHEREAS, on or shortly following the Closing Date, PP Acquisition will
be merged with and into Polypore, resulting in Polypore being a direct wholly
owned subsidiary of PP Holding and an indirect wholly owned subsidiary of the
Company;


 


WHEREAS, in connection with the consummation of the transactions
contemplated by the Purchase Agreement, the Institutional Investors have
entered into a Securities Purchase Agreement with the Company (the “Subscription
Agreement”), pursuant to which the Company has issued and sold to each
Institutional Investor and each Institutional Investor has purchased from the
Company, among other things, that number of shares of common stock, par value
$0.01 per share (“Common Stock”), as set forth opposite the name of such
Institutional Investor on Schedule I thereto; and


 


WHEREAS, the Institutional Investors and the Company desire to promote
their mutual interests by agreeing to certain matters relating to the
operations of the Company and certain other matters set forth herein.


 

















 


NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth in this Agreement, and to implement the foregoing, the
parties hereto agree as follows:


 


1.                                       Additional
Offerings.


 


1.1.                              Additional
Offerings; Generally.  If at any
time after the date hereof, the Company proposes to issue equity securities of
any kind (the term “equity securities” shall include for these purposes
any warrants, options or other rights to acquire equity securities and debt
securities convertible into equity securities, but shall not include the
issuance of any securities (i) to the public in a firm commitment underwriting
pursuant to a registration statement in compliance with the Securities Act (a “Registration
Statement”), (ii) pursuant to the acquisition of another Person by the
Company or any Subsidiary thereof (as consideration for the acquisition and not
for the purpose of financing an acquisition), whether by purchase of stock,
merger, consolidation, purchase of all or substantially all of the assets of
such Person or otherwise, (iii) pursuant to the 2004 Stock Option Plan or another
employee stock option plan, stock bonus plan, stock purchase plan or other
management equity program approved by the Board of Directors of the Company
(the “Board”), or (iv) in the form of warrants issued to lessors of
property and/or equipment or to financial institutions or related entities in
connection with commercial credit or financing or other similar arrangements
which are approved by the Board), then, as to each Institutional Investor who
owns at least twenty percent (20%) of the aggregate number of shares of Common
Stock owned by such Institutional Investor on the Closing Date, measured as of
the date of the proposed issuance (each such Institutional Investor who is
referred to above is hereinafter referred to, for purposes of this Section 1,
as a “Participating Stockholder” and collectively, such Persons are
referred to in this Section 1 as the “Participating Stockholders”),
the Company shall:


 


(a)                                  give written notice
(the “Subscription Right Notice”) setting forth in reasonable detail (i)
the designation and all of the terms and provisions of the equity securities
proposed to be issued (the “Proposed Securities”), including, where
applicable, the voting powers, preferences and relative participating, optional
or other special rights, and the qualification, limitations or restrictions
thereof and interest rate and maturity; (ii) the price and other terms of the
proposed sale of such equity securities; and (iii) the amount of such equity
securities proposed to be issued; and


 


(b)                                 offer to issue to each
Participating Stockholder a portion of the Proposed Securities equal to a
percentage determined by dividing (x) the number of shares of Common Stock
owned by such Participating Stockholder plus the number of shares of Common
Stock issuable to such Participating Stockholder, assuming conversion in full
of any convertible securities then held by such Participating Stockholder, by
(y) the total number of shares of Common Stock then outstanding, including for
purposes of this calculation, all shares of Common Stock issuable upon
conversion in full of any then outstanding convertible securities.


 


1.2.                              Exercise
of Purchase Rights.  Each
Participating Stockholder must exercise its purchase rights hereunder within
twenty (20) business days after receipt of the Subscription Right Notice.  If all of the Proposed Securities offered to
the Participating Stockholders are not fully subscribed by such Participating
Stockholders, the remaining Proposed Securities will be


 


2

















 


reoffered to the Participating Stockholders purchasing their full
allotment upon the terms set forth in this Section 1, until all such
Proposed Securities are fully subscribed for or until all such Participating
Stockholders have subscribed for all such Proposed Securities which they desire
to purchase, except that such Participating Stockholders must exercise their
purchase rights within ten (10) business days after receipt of all such
reoffers.  To the extent that the
Company offers two or more securities in units, the Participating Stockholders
must purchase such units as a whole and will not be given the opportunity to
purchase only one of the securities making up such unit.


 


1.3.                              Sale
of Unpurchased Securities.  Upon the
expiration of the offering periods described above, the Company will be free to
sell such Proposed Securities that the Participating Stockholders have not
elected to purchase during the ninety (90) calendar day period immediately
following such expiration on terms and conditions no more favorable to the
purchasers thereof than those offered to the Participating Stockholders.  Any Proposed Securities offered or sold by
the Company after such ninety (90) calendar day period must be reoffered to the
Participating Stockholders pursuant to this Section 1.


 


1.4.                              Future
Additional Offerings.  The election
by a Participating Stockholder not to exercise its subscription rights under
this Section 1 in any one instance shall not affect its right (other than
in respect of a reduction in its percentage holdings) as to any subsequent
proposed issuance.  Any sale of such
equity securities by the Company without first giving the Participating
Stockholders the rights described in this Section 1 shall be void and of
no force and effect.


 


2.                                       Election
of Directors.


 


2.1.                              Board
Make-up.  As of the date hereof
(after giving effect to the transactions contemplated by the Purchase
Agreement), the Board shall consist of David Barr, Michael Graff, Kevin Kruse
and Frank Nasisi.  From and after the
date hereof, and until the time that the Company completes its Initial Public
Offering (as defined below), the Institutional Investors and the Company shall
take all action within their respective power, including, but not
limited to, the voting of all shares of Common Stock owned by them,
required to cause the Board to consist of (a) so long as PP Holding, LLC owns
at least fifty (50%) of the aggregate number of shares of Common Stock owned by
it on the Closing Date, at least one (1) representative designated by PP Holding,
LLC (the “LLC Director”) and (b) that number of representatives
designated by Warburg Pincus such that the number of representatives designated
by Warburg Pincus and PP Holding, LLC would constitute a majority of the
members of the Board (the directors appointed to the Board by Warburg Pincus
pursuant to this clause (b) are hereinafter collectively referred to as the “Warburg
Directors”).  As of the date hereof,
Messrs. Barr, Graff and Kruse shall be the Warburg Directors and Messr. Kruse
shall be the LLC Director.


 


2.2.                              Post
Initial Public Offering Board Seats. 
From the date on which the Company completes an underwritten public
offering for shares of Common Stock pursuant to a registration under the
Securities Act (an “Initial Public Offering”), and for as long as
Warburg Pincus, together with any Affiliates thereof, beneficially owns (within
the meaning of Rule 13d-3 under the Exchange Act) at least twenty-five percent
(25%) of the outstanding shares of Common Stock, the Company will nominate and
use its best efforts to have elected to the Board that


 


3

















 


number of individuals designated by Warburg Pincus that is equal to the
greater of (i) the product obtained by multiplying (x) the number of members of
the then existing Board by (y) the percentage of the outstanding shares of
Common Stock that is beneficially owned by Warburg Pincus and its Affiliates
(computed in accordance with Rule 13d-3 under the Exchange Act), as of the date
of the nomination of directors to the Board (the “Warburg Pincus Ownership
Percentage”) and (ii) three (3); provided, in the case of clause (i)
immediately above, the product of (x) and (y) therein shall be rounded up to
the next whole number.  From the date on
which the Company completes such Initial Public Offering and for as long as
Warburg Pincus, together with any Affiliates thereof, beneficially owns (within
the meaning of Rule 13d-3 under the Exchange Act) at least ten percent (10%)
but less than twenty-five percent (25%) of the outstanding shares of Common
Stock, the Company will nominate and use its best efforts to have elected to
the Board that number of individuals designated by Warburg Pincus that is equal
to the greater of (i) the product obtained by multiplying (x) the number of
members of the then existing Board by (y) the Warburg Pincus Ownership
Percentage and (ii) two (2); provided, in the case of clause (i)
immediately above, the product of (x) and (y) therein shall be rounded up to
the next whole number.  From the date on
which the Company completes such Initial Public Offering and for as long as
Warburg Pincus, together with any Affiliates thereof, beneficially owns (within
the meaning of Rule 13d-3 under the Exchange Act) at least five percent (5%)
but less than ten percent (10%) of the outstanding shares of Common Stock, the
Company will nominate and use its best efforts to have elected to the Board
that number of individuals designated by Warburg Pincus that is equal to the
greater of (i) the product obtained by multiplying (x) the number of members of
the then existing Board by (y) the Warburg Pincus Ownership Percentage and (ii)
one (1); provided, in the case of clause (i) immediately above, the
product of (x) and (y) therein shall be rounded up to the next whole number.


 


2.3.                              Replacement
Directors.  Prior to the Initial
Public Offering, in the event that the LLC Director or any Warburg Director
(each, a “Withdrawing Director”) designated in the manner set forth in
Section 2.1 hereof is unable to serve, or once having commenced to serve,
is removed or withdraws from the Board, such Withdrawing Director’s replacement
(the “Substitute Director”) will be designated by the stockholder of the
Company that has the right to designate such director in accordance with
Section 2.1 above.  The
Institutional Investors and the Company agree to take all action within their
respective power, including, but not limited to, the voting of
all shares of Common Stock owned by them (i) to cause the election of such
Substitute Director promptly following his or her nomination pursuant to this
Section 2.3 or (ii) upon the written request of the stockholder of the
Company that has the right to designate such director to the Board in
accordance with Section 2.1 above, to remove, with or without cause, the
LLC Director or any Warburg Director, as the case may be.


 


2.4.                              Committees;
Subsidiaries.


 


(a)                                  Subject
to applicable law and any rules or regulations of any stock exchange on which
the Common Stock is listed, in the event the Board shall at any time create a
committee of the Board, the Company shall use its best efforts to cause Warburg
Pincus to have proportional representation on any such committee so created,
measured by reference to the number of members of the Board that Warburg Pincus
is entitled to designate thereto pursuant to Section 2.1 hereof; provided,
however, the foregoing shall not apply to any committee formed for the
purpose of considering a transaction between the Company and Warburg Pincus.


 


4

















 


(b)                                 From
and after the date hereof until the date of the closing of the Initial Public
Offering, the Institutional Investors and the Company shall take all action
within their respective power to cause Warburg Pincus to have proportional
representation on the board of directors of each Subsidiary of the Company,
measured by reference to the number of members of the Board that Warburg Pincus
is entitled to designate thereto pursuant to Section 2.1 hereof.


 


3.                                       Information
Rights.  From and after the later of
(i) the date that Polypore is not required to file periodic reports pursuant to
the Exchange Act or (ii) the date that Polypore is not required to file
periodic reports pursuant to the Indenture, or if Polypore fails to file such required
periodic reports with the Securities and Exchange Commission (the “SEC”),
in each case, for any reason whatsoever, the Company shall provide to each
Institutional Investor, by electronic means or otherwise, essentially the same
information that would be contained in Annual Reports on Form 10-K and in
Quarterly Reports on Form 10-Q, if Polypore were required to file, or did not
fail to file, such periodic reports, it being understood and agreed that such
information shall (a) be provided to the Institutional Investors no later than
the date on which Polypore would have been required to file such report with
the SEC and (b) include, without limitation, annual audited financial
statements and unaudited quarterly financial statements, each prepared in accordance
with generally accepted accounting principles. 
Without limiting the foregoing, from and after the date hereof, on
reasonable prior written notice, the Company shall make its representatives
reasonably available to the Institutional Investors to discuss the business,
results of operations and other matters pertaining to Polypore.  Any and all information provided to any
Institutional Investor pursuant to the terms of this Agreement (other than any
information that is generally available to the public through no breach of the
terms of this Agreement) shall be treated as confidential information by such
Institiutional Investor and such Institutional Investor shall use its
reasonable best efforts to ensure that such information is not disclosed or otherwise
divulged to any third party (other than such Institutional Investor’s counsel,
accountants and other professional advisors in connection with services being
performed by any such professional for such Institutional Investor).


 


4.                                       Legends.  A copy of this Agreement shall be filed with
the Secretary of the Company and kept with the records of the Company.  Each certificate or other instrument
representing shares of Common Stock owned by any Institutional Investor shall
bear upon its face substantially the following legends, as appropriate:


 


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE
SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS UNLESS, IN THE OPINION OF COUNSEL TO THE
HOLDER OF SUCH SECURITIES, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF
WHICH OPINION ARE, REASONABLY SATISFACTORY TO PP HOLDING CORPORATION II (THE “COMPANY”),
SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER
DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE
ACT, SUCH LAWS AND THE STOCKHOLDERS’ AGREEMENT DATED AS OF MAY 13, 2004, BY AND
AMONG THE COMPANY,


 


5

















 


WARBURG PINCUS PRIVATE EQUITY VIII, L.P., WARBURG PINCUS INTERNATIONAL
PARTNERS, L.P. AND THOSE OTHER PARTIES NAMED THEREIN.


 


In addition, certificates representing shares of Common Stock shall
bear any legends required by the applicable laws of any states.  All Institutional Investors shall be bound
by the requirements of such legends.


 


5.                                       Termination
of Rights and Obligations Under Certain Sections.  All rights and obligations pursuant to Sections 1, 2.1, 2.3,
2.4(b) and 3 of this Agreement shall terminate either (i) upon the closing of a
public offering pursuant to a Registration Statement (a “Registration”)
that covers (together with prior Registrations) (a) not less than 50% of the
outstanding shares of Common Stock on a fully-diluted basis or (b) shares of
Common Stock that, after the closing of such public offering, will be traded on
the New York Stock Exchange, the American Stock Exchange or the NASDAQ National
Market, Inc. or (ii) upon a Change in Control. 
Without limiting the foregoing, this Agreement or any portion thereof
shall terminate upon the written consent of the Company and the Majority Institutional
Investors.


 


6.                                       Amendment,
Modification, Supplement and Waiver. 
This Agreement may be amended, modified or supplemented, and the
enforcement of any provision hereof may be waived, with, and only with, the
prior written consent of the Company and the Majority Institutional Investors.


 


7.                                       Parties.


 


7.1.                              Assignment
Generally.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, legal representatives, successors and assigns.


 


7.2.                              Termination.  Any party to, or Person who is subject to,
this Agreement which ceases to own any shares of Common Stock or any interest
therein shall cease to be a party to, or Person who is subject to, this
Agreement and thereafter shall have no rights or obligations hereunder.


 


7.3.                              Agreements
to Be Bound.  Notwithstanding
anything to the contrary contained in this Agreement, as a condition precedent
to the effectiveness of any Transfer of shares of Common Stock by any
Institutional Investor, the transferee thereof shall be required to agree in
writing to be bound by the terms and conditions of this Agreement pursuant to
an instrument of assumption reasonably satisfactory in substance and form to
the Company.  Upon the execution of the
instrument of assumption by such transferee, such transferee shall be deemed to
be an Other Investor and all shares of Common Stock so Transferred shall be
deemed to be shares of Common Stock for all purposes of this Agreement.  Subject to the foregoing, any Person who acquires
shares of Common Stock from an Institutional Investor in accordance with the
terms hereof, shall be entitled to participate in the pre-emptive rights
contemplated by Section 1 hereof to the extent, and only to the extent,
that on the date that the Company makes a determination of those Institutional
Investors entitled to participate in an issuance of Proposed Securities
pursuant to Section 1 hereof, such Person owns at least twenty percent
(20%) of the aggregate number of shares of Common Stock initially acquired by
such Person in accordance with the terms hereof.


 


6

















 


8.                                       Recapitalizations,
Exchanges, etc. Affecting the Shares. 
Except as otherwise provided herein, the provisions of this Agreement
shall apply to the fullest extent set forth herein with respect to (a) the
shares of Common Stock and (b) any and all shares of capital stock of the
Company or any successor or assign of the Company (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of,
in exchange for, or in substitution for the shares of Common Stock, by reason
of any stock dividend, split, reverse split, combination, recapitalization,
reclassification, merger, consolidation or otherwise.  Except as otherwise expressly provided herein, this Agreement is
not intended to confer, and does not confer, upon any Person, except for the
parties hereto, any rights or remedies hereunder.


 


9.                                       Miscellaneous.


 


9.1.                              Further
Assurances.  Each party hereto or
Person subject hereto shall do and perform or cause to be done and performed
all such further acts and things and shall execute and deliver all such other
agreements, certificates, instruments and documents as any other party hereto
or Person subject hereto may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.


 


9.2.                              Governing
Law.  This Agreement and the rights
and obligations of the parties hereunder and the Persons subject hereto shall
be governed by, and construed and interpreted in accordance with, the laws of
the State of Delaware, without giving effect to the choice of law principles
thereof.


 


9.3.                              Invalidity
of Provision.  The invalidity or
unenforceability of any provision of this Agreement in any jurisdiction shall
not affect the validity or enforceability of the remainder of this Agreement in
that jurisdiction or the validity or enforceability of this Agreement,
including that provision, in any other jurisdiction.


 


9.4.                              Notices.  All notices, requests, demands, waivers and
other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if (a)
delivered personally, (b) mailed, certified or registered mail with postage
prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by
telecopy (including facsimile) or telegram, as follows:


 


(i)                                     If to the Company,
Warburg Pincus or PP Holding, LLC at the address or facsimile number listed on Schedule II
hereto or as such party shall designate to the Company in writing in accordance
with the terms hereof, with a copy to the party listed opposite the name of the
Company, Warburg Pincus or PP Holding, LLC, as applicable, on Schedule II.


 


(ii)                                  If to an Other
Investor, to such Other Investor at the address or facsimile number listed on Schedule I
hereto or as such Other Investor shall designate to the Company in writing in
accordance with the terms hereof, with a copy to the party listed opposite the
name of such Other Investor, if any, on Schedule I.


 


or to such other Person or address as any party shall specify by notice
in writing to the Company, with a copy to PP Holding, LLC and Warburg Pincus
their respective addresses indicated on


 


7

















 


Schedule II.  Any notice so addressed shall be deemed to be given: if delivered
personally or by telecopy (including facsimile) or telegram, on the date of
such delivery, if a business day, otherwise on the first business day thereafter;
if mailed by certified or registered mail with postage prepaid, on the third
business day after the date of such mailing, and if sent by next-day or
overnight mail or delivery, on the first business day following the date of
such mailing or delivery.


 


9.5.                              Headings;
Execution in Counterpart.  The
headings and captions contained herein are for convenience only and shall not
control or affect the meaning or construction of any provision hereof.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and which
together shall constitute one and the same instrument.


 


9.6.                              Entire
Agreement.  This Agreement embodies
the entire agreement and understanding of the parties hereto in respect of the
subject matter contained herein.  There
are no restrictions, promises, representations, warranties, covenants or
undertakings relating to the shares of Common Stock, other than those expressly
set forth or referred to herein.  This
Agreement supersedes all prior agreements and understandings among the parties
with respect to such subject matter, and it is the understanding of all parties
hereto that any such prior agreement is hereby terminated, null and void as of
the Closing Date.


 


9.7.                              Injunctive
Relief.  The shares of Common Stock
cannot readily be purchased or sold in the open market, and for that reason,
among others, the Company and the Institutional Investors will be irreparably
damaged in the event this Agreement is not specifically enforced.  Each of the parties therefore agrees that in
the event of a breach of any provision of this Agreement, the aggrieved party
may elect to institute and prosecute proceedings in any court of competent
jurisdiction to enforce specific performance or to enjoin the continuing breach
of this Agreement.  Such remedies shall,
however, be cumulative and not exclusive, and shall be in addition to any other
remedy which the Company or the Institutional Investors may have.  Each party hereto hereby irrevocably submits
to the non-exclusive jurisdiction of the state and federal courts in New York
for the purposes of any suit, action or other proceeding arising out of or
based upon this Agreement or the subject matter hereof.  Each party hereto hereby consents to service
of process by mail made in accordance with Section 9.4.


 


10.                                 Defined
Terms.  As used in this Agreement,
the following terms shall have the meanings ascribed to them below:


 


“Affiliate” shall mean, with respect to any Person, a Person
directly or indirectly, through one or more intermediaries, controlling,
controlled by, or under common control with, such Person.


 


“Change in Control” means either (i) a change in ownership or
control of the Company effected through a transaction or series of transactions
(other than an offering of Common Stock to the general public through a
registration statement filed with the SEC) whereby any “person” or related
“group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of
the Exchange Act) (other than the Company, any of its Subsidiaries, an employee
benefit plan maintained by the Company or any of its Subsidiaries, a Principal
Stockholder or a “person” that,


 


8

















 


prior to such transaction, is an Affiliate of the Company or a Principal
Stockholder) directly or indirectly acquires beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) of securities of the Company
possessing more than fifty percent (50%) of the total combined voting power of
the Company’s securities outstanding immediately after such acquisition or (ii)
the sale or conveyance of all or substantially all the assets of the Company.


 


“Closing Date”  shall
mean the date on which the transactions contemplated by the Purchase Agreement
close.


 


“Exchange Act”  shall
mean the Securities Exchange Act of 1934, as amended (or any successor act),
and the rules and regulations promulgated thereunder.


 


“Indenture”  shall mean
that certain Indenture, dated as of the date hereof, by and among PP
Acquisition, the other parties named therein and The Bank of New York, as
Trustee, pursuant to which PP Acquisition shall issue and sell up to U.S.
$405,915,000 of aggregate principal amount of senior subordinated notes due
2012 (which notes consist of senior subordinated dollar notes due 2012 and
senior subordinated euro notes due 2012).


 


“Majority Institutional Investors”  as of any date of determination shall mean those Institutional
Investors who beneficially own (within the meaning of Rule 13d-3 under the
Exchange Act) fifty percent (50%) or more of the total combined voting power of
all shares of Common Stock then held by the Institutional Investors.


 


“Person”  shall mean an
individual, partnership, corporation, limited liability company, business
trust, joint stock company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever nature.


 


“Principal Stockholder” means either Warburg Pincus VIII or
Warburg Pincus International or any of their respective Affiliates.


 


“Subsidiary” or “Subsidiaries” means any limited
liability companies, partnerships, corporations or other legal entities in
which the Company holds a controlling interest or has the right to direct the
management of such entity.


 


“Transfer”  shall mean
any direct or indirect sale, assignment, mortgage, transfer, pledge,
hypothecation or other disposal.


 


[SIGNATURE PAGE FOLLOWS]


 


9

















 


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


 


	
   

  	
  PP HOLDING CORPORATION II

  
	
   

  	
   

  
	
   

  	
   

  
	
    

  	
  By:

  	
  /s/  Lynn Amos

  	
   

  
	
   

  	
   

  	
  Name:  Lynn Amos

  
	
   

  	
   

  	
  Title: 
  Chief Financial Officer, Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Warburg Pincus & Co., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  David Barr

  
	
   

  	
   

  	
  Name:  David Barr

  
	
   

  	
   

  	
  Title:  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARBURG PINCUS INTERNATIONAL PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Warburg Pincus & Co., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  David Barr

  
	
   

  	
   

  	
  Name:  David Barr

  
	
   

  	
   

  	
  Title:  Partner

  



 

















 


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


 


	
   

  	
  PP HOLDING CORPORATION II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Lynn Amos

  
	
   

  	
   

  	
  Name:  Lynn Amos

  
	
   

  	
   

  	
  Title: 
  Chief Financial Officer, Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PP HOLDING, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Warburg Pincus Private Equity VIII, L.P., and Warburg Pincus
  International Partners, L.P., its Managing Members

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Warburg Pincus & Co., the General Partner for each of Warburg
  Pincus Private Equity VIII, L.P., and Warburg Pincus International Partners,
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  David Barr

  
	
   

  	
   

  	
  Name:  David Barr

  
	
   

  	
   

  	
  Title:  Partner

  



 

















 


SCHEDULE I


 


Name and Address of Other Investors


 

















 


SCHEDULE II


 


	
  Name and Address of Certain Parties to the Stockholders’
  Agreement

  	
   

  	
  With a Copy to

  
	
   

  	
   

  	
   

  
	
  PP Holding Corporation II

  	
   

  	
  Warburg Pincus Private Equity VIII, L.P.

  
	
  c/o
  Polypore Inc.

  	
   

  	
  Warburg Pincus International Partners, L.P.

  
	
  13800
  South Lakes Drive

  	
   

  	
  c/o
  Warburg Pincus LLC

  
	
  Charlotte,
  NC 28273

  	
   

  	
  466
  Lexington Avenue

  
	
  Facsimile
  No.: (843) 747-4092

  	
   

  	
  New
  York, NY 10017

  
	
  Attn:

  	
  Corporate
  Secretary

  	
   

  	
  Facsimile:
  (212) 878-9100

  
	
   

  	
   

  	
  Attn:
  

  	
  Kewsong
  Lee

  
	
   

  	
   

  	
   

  	
  David
  Barr

  
	
   

  	
   

  	
   

  
	
  Warburg Pincus Private Equity VIII, L.P.

  	
   

  	
  Willkie Farr & Gallagher LLP

  
	
  c/o
  Warburg Pincus LLC

  	
   

  	
  787
  Seventh Avenue

  
	
  466
  Lexington Avenue

  	
   

  	
  New
  York, NY 10019

  
	
  New
  York, NY 10017

  	
   

  	
  Facsimile:  (212) 728-9222

  
	
  Facsimile:
  (212) 878-9100

  	
   

  	
  Attn:  Steven J. Gartner, Esq.

  
	
  Attn:

  	
  Kewsong
  Lee

  	
   

  	
   

  
	
   

  	
  David
  Barr

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Warburg Pincus International Partners, L.P.

  	
   

  	
  Willkie Farr & Gallagher LLP

  
	
  c/o
  Warburg Pincus LLC

  	
   

  	
  787
  Seventh Avenue

  
	
  466
  Lexington Avenue

  	
   

  	
  New
  York, NY 10019

  
	
  New
  York, NY 10017

  	
   

  	
  Facsimile:  (212) 728-9222

  
	
  Facsimile:
  (212) 878-9100

  	
   

  	
  Attn:  Steven J. Gartner, Esq.

  
	
  Attn:

  	
  Kewsong
  Lee

  	
   

  	
   

  
	
   

  	
  David
  Barr

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PP Holding, LLC

  	
   

  	
  Willkie Farr & Gallagher LLP

  
	
  c/o
  Warburg Pincus LLC

  	
   

  	
  787
  Seventh Avenue

  
	
  466
  Lexington Avenue

  	
   

  	
  New
  York, NY 10019

  
	
  New
  York, NY 10017

  	
   

  	
  Facsimile:  (212) 728-9222

  
	
  Facsimile
  No.: (212) 878-9100

  	
   

  	
  Attn:  Steven J. Gartner, Esq.

  
	
  Attn:
  

  	
  Kewsong
  Lee

  	
   

  	
   

  
	
   

  	
  David
  Barr