Exhibit 10.10


 


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