Exhibit 10.5
TAX SHARING
AGREEMENT
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 ”).
WITNESSETH:
WHEREAS,
PHC II and each of the Subsidiaries qualifies as an
“includible corporation” within the meaning of Section
1504(b) of the Internal Revenue Code of 1986, as amended (the
“ Code
”);
WHEREAS, the
affiliated group of corporations, consisting of PHC II, as the
common parent, and each of the Subsidiaries (the “
Polypore Group
”), qualifies as an “affiliated group” within the
meaning of Section 1504(a) of the Code; and
WHEREAS, the
Polypore Group desires to take advantage of the tax savings that
may result from the filing of U.S. federal income tax returns on a
consolidated basis, in accordance with Sections 1501
et seq . of the Code
and the Treasury Regulations promulgated thereunder.
NOW, THEREFORE, in
consideration of the covenants, agreements, terms and conditions
contained herein, and for other good, valid and binding
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
SECTION 1. Defined
Terms . As used in this
Agreement, the following terms shall have the following
meanings.
“
Code ” shall
have the meaning set forth in the recitals of this
Agreement.
“
Fiscal Year ”
shall mean the annual accounting period of PHC II and any
other Member.
“
Interim Payments
” shall have the meaning set forth in Section 3(b) of this
Agreement.
“
Member ” shall
mean a member (as defined in Treasury Regulations Section
1.1502-1(b)) of the Polypore Group.
“
PHC ” shall
have the meaning set forth in the heading of this
Agreement.
“
PHC II ”
shall have the meaning set forth in the heading of this
Agreement.
“
Polypore ”
shall have the meaning set forth in the heading of this
Agreement.
“
Polypore
Group ” shall
have the meaning set forth in the recitals of this
Agreement.
“
Separate Return
Liability ” shall mean, with respect to any
Subsidiary for any Fiscal Year, the U.S. federal income taxes
(including any minimum tax or alternative minimum tax) that would
be payable by such Subsidiary to the U.S. Treasury had the
Subsidiary filed a separate income tax return for that Fiscal Year
based on the Subsidiary’s Separate Taxable Income for that
Fiscal Year.
“
Separate Taxable
Income ” shall mean, with respect to any
Subsidiary for any Fiscal Year, the income, gains, losses,
deductions and credits of such Subsidiary for that Fiscal Year
calculated as follows: (i) any dividends received by one
Member from another Member will be assumed to qualify for the 100%
dividends received deduction of Section 243 of the Code or shall
otherwise be eliminated from such calculation; (ii) gain or
loss on intercompany transactions, whether or not deferred, shall
be treated by each Member in the manner required by Treasury
Regulations Section 1.1502-13; (iii) limitations on the
calculation of a deduction or the utilization of tax credits or the
calculation of a tax liability shall be made on a consolidated
basis; (iv) net operating losses and credits of a Subsidiary
shall be treated as available to such Subsidiary in determining
such Subsidiary’s Separate Taxable Income, and shall not be
reduced even if such net operating losses or credits are used in
determining the consolidated taxable income of the Polypore Group,
instead, such net operating losses and credits shall be reduced
only if, when and to the extent used in determining the Separate
Taxable Income of the Subsidiary; and (v) elections relating
to tax credits and tax computations that differ from the
consolidated treatment if separate returns were filed shall be made
on an annual basis by PHC II.
“
Subsidiary ”
and “ Subsidiaries ” shall have the
meanings set forth in the heading of this Agreement.
SECTION 2. Consent to Filing of
Consolidated Return .
(a)
PHC II shall file a consolidated U.S. federal income tax
return, and pay to the U.S. Treasury any taxes due thereon, on
behalf of the Polypore Group for the taxable year ending December
31, 2004, and for each subsequent taxable period for which this
Agreement is in effect and for which the Polypore Group is required
or permitted to file a consolidated tax return; provided ,
that PHC II shall not be liable for any taxes attributable to
a Subsidiary if such Subsidiary has not complied with its tax
payment requirements as set forth in Section 3 hereof. Each
Subsidiary shall execute and file such consents, elections and
other documents that may be required or appropriate for the proper
filing of such returns.
(b)
Each corporation that, subse