CREDIT AGREEMENT Dated as of April 8, 2014 among POLYPORE INTERNATIONAL, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and The Other Lenders Party Hereto WELLS FARGO BANK, NATIONAL...Credit Agreement • August 7th, 2014 • Polypore International, Inc. • Miscellaneous chemical products • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 8, 2014, among POLYPORE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2010 • Polypore International, Inc. • Miscellaneous chemical products • New York
This REGISTRATION RIGHTS AGREEMENT dated as of November 26, 2010 (the “Agreement”) is entered into by and among Polypore International, Inc., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Guarantors”), and J.P. Morgan Securities LLC (“JPMorgan”), as representative of the several initial purchasers listed in Schedule II hereto (the “Initial Purchasers”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ASAHI KASEI CORPORATION, ESM HOLDINGS CORPORATION AND POLYPORE INTERNATIONAL, INC. DATED AS OF FEBRUARY 23, 2015Merger Agreement • February 24th, 2015 • Polypore International, Inc. • Miscellaneous chemical products • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 23, 2015, is by and among Asahi Kasei Corporation, a Japanese corporation (“Parent”), ESM Holdings Corporation, a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”) and Polypore International, Inc., a Delaware corporation (the “Company”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • Delaware
This Director and Officer Indemnification Agreement, dated as of May 13, 2004 (this “Agreement”), is made by and between PolyPore, Inc., a Delaware corporation, and (“Indemnitee”).
ContractCredit Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • New York
CREDIT AGREEMENT (this “Agreement”), dated as of May 13, 2004, among PP HOLDING CORPORATION, a Delaware corporation (“Holdings”), PP ACQUISITION CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, LEHMAN COMMERCIAL PAPER INC. and UBS SECURITIES LLC, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), BEAR STEARNS CORPORATE LENDING INC., as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, as administrative agent.
POLYPORE INTERNATIONAL, INC., THE GUARANTORS named herein and THE BANK OF NEW YORK MELLON, as TrusteeIndenture • December 2nd, 2010 • Polypore International, Inc. • Miscellaneous chemical products • New York
INDENTURE dated as of November 26, 2010 among Polypore International, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
Underwriting AgreementUnderwriting Agreement • August 6th, 2004 • Polypore International, Inc. • Miscellaneous chemical products • New York
Polypore International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 20,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,000,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
Underwriting AgreementUnderwriting Agreement • May 20th, 2008 • Polypore International, Inc. • Miscellaneous chemical products • New York
Polypore International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 3,750,000 shares of common stock, par value $0.01 per share (the “Stock”), of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 3,750,000 shares of Stock and, at the option of the Underwriters, up to an additional 1,125,000 shares of Stock to cover over-allotments, if any. The aggregate of 7,500,000 shares of Stock to be sold by the Company and the Selling Stockholders are herein called the “Underwritten Shares” and the aggregate of 1,125,000 additional shares of Stock to be sold by the Selling Stockholders at the option of the Underwriters are herein called the “Option Shares”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2004 • Polypore International, Inc. • New York
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”).
Underwriting AgreementUnderwriting Agreement • August 2nd, 2004 • Polypore International, Inc. • Miscellaneous chemical products • New York
Polypore International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 20,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,000,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
DEFINITIONS AND INCORPORATION BY REFERENCEIndenture • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • New York
*/ If the Dollar Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE”.
ContractGuarantee and Collateral Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of May 13, 2004, among PP HOLDING CORPORATION, a Delaware corporation (“Holdings”), PP ACQUISITION CORPORATION, a Delaware corporation (the “Borrower”) and the Subsidiaries of the Borrower identified herein.
TAX SHARING AGREEMENTTax Sharing Agreement • May 9th, 2013 • Polypore International, Inc. • Miscellaneous chemical products • New York
THIS AGREEMENT (this “Agreement”) made and entered into as of May 13, 2004, by and among PP Holding Corporation II, a Delaware corporation (“PHC II”), PP Holding Corporation, a Delaware corporation and direct wholly owned subsidiary of PHC II (“PHC”), Polypore, Inc., a Delaware corporation and direct wholly owned subsidiary of PHC (“Polypore”), and such direct and indirect subsidiaries of PHC II that are listed on Exhibit A hereto from time to time (collectively with PHC and Polypore, the “Subsidiaries” and each individually, a “Subsidiary”).
STOCK PURCHASE AGREEMENT by and among POLYPORE INC. AND THE SELLERS NAMED HEREIN, and PP ACQUISITION CORPORATION dated as of January 30, 2004Stock Purchase Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • Delaware
This Stock Purchase Agreement is made as of January 30, 2004, by and among PP Acquisition Corporation, a Delaware corporation (the “Buyer”), Polypore Inc., a Delaware corporation (the “Company”), and the persons listed as Shareholders on the signature pages hereto (collectively referred to herein as “Sellers” and individually as “Seller”). The Buyer, the Company and the Sellers are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
ContractRegistration Rights Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2004, among the institutional investors whose names and addresses are listed from time to time on Schedule I hereto (collectively, the “Institutional Investors”), those employees of Polypore Inc., a Delaware corporation (“Polypore”), and certain employees of Polypore’s subsidiaries whose names and addresses are listed on Schedule II hereto (the “Management Investors” and together with the Institutional Investors, the “Investors”), and PP Holding Corporation II, a Delaware corporation (the “Company”).
FOURTH AMENDMENTCredit Agreement • May 1st, 2007 • Polypore International, Inc. • Miscellaneous chemical products • New York
FOURTH AMENDMENT, dated as of March 9, 2007 (this "Amendment"), to the Credit Agreement, dated as of May 13, 2004 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among PP HOLDING CORPORATION, a Delaware corporation ("Holdings"), POLYPORE, INC. (f/k/a PP Acquisition Corporation), a Delaware corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), GENERAL ELECTRIC CAPITAL CORPORATION, LEHMAN COMMERCIAL PAPER INC. and UBS SECURITIES LLC, as co-documentation agents, BEAR STEARNS CORPORATE LENDING INC., as syndication agent, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the "Administrative Agent").
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • Delaware
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 s
THIRD AMENDMENTCredit Agreement • March 31st, 2006 • Polypore International, Inc. • Miscellaneous chemical products • New York
THIRD AMENDMENT, dated as of December 13, 2005 (this “Amendment”), to the Credit Agreement, dated as of May 13, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PP HOLDING CORPORATION, a Delaware corporation (“Holdings”), POLYPORE, INC. (f/k/a PP Acquisition Corporation), a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, LEHMAN COMMERCIAL PAPER INC. and UBS SECURITIES LLC, as co-documentation agents, BEAR STEARNS CORPORATE LENDING INC., as syndication agent, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Contract between Membrana GmbH, Öhder Straße 28, 42289 Wuppertal henceforth “company” and Dr. Stefan Geyler, Liefergasse 7, 40213 DüsseldorfEmployment Agreement • November 14th, 2006 • Polypore International, Inc. • Miscellaneous chemical products
The company terminated the employment relationship existing since 01.08.1990 and in the employment contract of 26.06.1998 with Dr. Geyler through correct observation of notice period on 26.06.2006, notice being duly served on the same day and effective as of 30.06.2007. After initiating an unfair dismissal protection suit now pending under file no. 6 Ca 2283/06 at the Wuppertal Industrial Tribunal and following comprehensive legal advice, Dr. Geyler has concluded that he cannot raise any objections to the termination of employment notice.
Underwriting AgreementUnderwriting Agreement • June 15th, 2007 • Polypore International, Inc. • Miscellaneous chemical products • New York
Polypore International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 15,000,000 shares of common stock, par value $0.01 per share (the “Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of up to 2,250,000 additional shares of Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • New York
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 6, 2005 by and between Polypore International, Inc., headquartered in Charlotte, North Carolina (the “Company”) and Robert B. Toth (the “Executive”), and as acknowledged by PP Holding, LLC (the “LLC”).
CREDIT AGREEMENT among POLYPORE INTERNATIONAL, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, BBVA COMPASS BANK, PNC BANK, NATIONAL ASSOCIATION, HSBC BANK USA, NATIONAL ASSOCIATION and FIFTH THIRD BANK, as Co- Documentation...Credit Agreement • August 2nd, 2012 • Polypore International, Inc. • Miscellaneous chemical products • New York
CREDIT AGREEMENT (this “Agreement”), dated as of May 13, 2004, as amended and restated as of June 29, 2012, among POLYPORE INTERNATIONAL, INC., a Delaware corporation (“Polypore”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BBVA COMPASS BANK, PNC BANK, NATIONAL ASSOCIATION, HSBC BANK USA, NATIONAL ASSOCIATION and FIFTH THIRD BANK, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agents (in such capacity, the “Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
OPTION AGREEMENTOption Agreement • August 15th, 2006 • Polypore International, Inc. • Miscellaneous chemical products • Delaware
Polypore International, Inc., a Delaware corporation (the “Company”), pursuant to its 2006 Stock Option Plan (the “Plan”), hereby grants to the Holder Annual Performance Vested Options and Cumulative Performance Vested Options to purchase the number of shares of Stock set forth below. The Annual Performance Vested Options and Cumulative Performance Vested Options (collectively, the “Performance Vested Options”), as well as any Prior Options (the Prior Options and the Performance Vested Options are sometimes collectively referred to hereafter as the “Options”) are subject to all of the terms and conditions set forth in this option agreement (this “Option Agreement”) as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
POLYPORE INTERNATIONAL, INC. 4,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 23rd, 2011 • Polypore International, Inc. • Miscellaneous chemical products • New York
Certain stockholders of Polypore International, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”), propose severally and not jointly, subject to the terms and conditions set forth herein, to sell to the Underwriter listed on Schedule I hereto (the “Underwriter”) an aggregate of 4,500,000 shares (the “Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company.
ContractGuarantee and Collateral Agreement • June 7th, 2004 • Polypore International, Inc. • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of May 13, 2004, among PP HOLDING CORPORATION, a Delaware corporation (“Holdings”), PP ACQUISITION CORPORATION, a Delaware corporation (the “Borrower”) and the Subsidiaries of the Borrower identified herein.
QuickLinks -- Click here to rapidly navigate through this documentAutomotive and Industrial Supply Contract • June 26th, 2007 • Polypore International, Inc. • Miscellaneous chemical products
Confidential materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Asterisks denote such omissions.
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • New York
This EMPLOYMENT AGREEMENT is made and entered into as of this 15th day of August , 2005, by and between Polypore International, Inc., a Delaware corporation (the “Company”), and Frank Nasisi (the “Executive”).
OPTION GRANT NOTICE AND AGREEMENTOption Grant Agreement • February 27th, 2012 • Polypore International, Inc. • Miscellaneous chemical products
Polypore International, Inc. (the “Company”), pursuant to its 2007 Stock Incentive Plan (amended and restated effective as of November 15, 2011) (the “Plan”), hereby grants to Holder Options to purchase the number of shares of Stock set forth below. The Options are subject to all of the terms and conditions as set forth herein, as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Option Grant Notice and Agreement (this “Grant Notice”), the Plan shall govern and control.
AMENDMENT NO. 2 TO SUPPLY CONTRACTSSupply Agreement • March 20th, 2007 • Polypore International, Inc. • Miscellaneous chemical products
This Agreement ("Amendment No. 2") is entered into this 11th day of July, 2002 by and between Daramic, Inc. ("Daramic") and Exide Technologies (formerly known as Exide Corporation) and all of its worldwide Affiliates ("Exide").
OPTION GRANT NOTICE AND AGREEMENTOption Grant Agreement • July 25th, 2007 • Polypore International, Inc. • Miscellaneous chemical products
Polypore International, Inc. (the “Company”), pursuant to its 2007 Stock Incentive Plan (the “Plan”), hereby grants to Holder Options to purchase the number of shares of Stock set forth below. The Options are subject to all of the terms and conditions as set forth herein, as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Option Grant Notice and Agreement (this “Grant Notice”), the Plan shall govern and control.
OPTION GRANT NOTICE AND AGREEMENTOption Grant Agreement • May 13th, 2011 • Polypore International, Inc. • Miscellaneous chemical products
Polypore International, Inc. (the “Company”), pursuant to its 2007 Stock Incentive Plan (amended and restated effective as of May 12, 2011) (the “Plan”), hereby grants to Holder Options to purchase the number of shares of Stock set forth below. The Options are subject to all of the terms and conditions as set forth herein, as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Option Grant Notice and Agreement (this “Grant Notice”), the Plan shall govern and control.
AMENDMENT TO SUPPLY CONTRACTSSupply Contract • June 26th, 2007 • Polypore International, Inc. • Miscellaneous chemical products
This Agreement (the “Amendment”) is entered into this day of July, 2001 by and between Daramic, Inc. (“Daramic”) and Exide Corporation and all of its worldwide Affiliates (“Exide”).
EMPLOYMENT CONTRACTEmployment Agreement • May 6th, 2011 • Polypore International, Inc. • Miscellaneous chemical products
This contract’s goal is to confirm the transfer of Mr. Pierre Hauswald to Daramic SAS as Director of Development and Industrialization of New Products, from January 1st, 2012.
AUTOMOTIVE AND INDUSTRIAL SUPPLY CONTRACTAutomotive and Industrial Supply Contract • March 20th, 2007 • Polypore International, Inc. • Miscellaneous chemical products • Delaware
This Agreement is entered into this day of July, 2001, by and between Daramic, Inc. and its Affiliates ("Daramic") and Exide Corporation and its Affiliates ("Exide").
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • August 3rd, 2007 • Polypore International, Inc. • Miscellaneous chemical products • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2007, between Polypore International, Inc., a Delaware corporation (the “Company”), Daramic, LLC, a Delaware limited liability company, Celgard, LLC, a Delaware limited liability company, and Daramic International, Inc., a Delaware corporation (each, a “Guarantor”), and The Bank of New York, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).
