Exhibit
10.1


SECOND SUPPLEMENTAL INDENTURE


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”).


W
I T N E S S E T H:


WHEREAS, Polypore, Inc. (“Polypore”)
and the Guarantors have heretofore executed and delivered to the Trustee an
Indenture (as amended, supplemented or otherwise modified, the “Indenture”),
dated as of May 13, 2004, providing for the issuance of Polypore’s U.S.
Dollar-denominated 83⁄4% Senior Subordinated Notes due 2012 (the “Dollar Notes”)
and Euro-denominated 83⁄4% Senior Subordinated Notes due 2012 (the “Euro Notes”
and, together with the Dollar Notes, the “Notes”), initially in the aggregate
principal amounts of $225,000,000 and €150,000,000, respectively;


WHEREAS, effective on the
date hereof, Polypore will be merged with and into the Company, with the
Company as the surviving corporation (the “Merger”);


WHEREAS, Section 5.02 of
the Indenture provides that upon any merger of Polypore in which Polypore is
not the surviving corporation, the successor corporation by merger shall
succeed to, and be substituted for, and may exercise every right and power of
Polypore under the Indenture and the Notes with the same effect as if such
surviving corporation had been named as such;


WHEREAS, Section 5.01 of
the Indenture provides that the surviving corporation in such merger shall
expressly assume by supplemental indenture, executed and delivered to the
Trustee, the due and punctual payment of the principal of, premium, if any, and
interest on all of the Notes and the performance of every covenant and all
obligations of Polypore under the Indenture, the Notes, and the Registration
Rights Agreement, dated as of May 13, 2004, by and among Polypore, the existing
Guarantors, and the initial purchasers named therein (the “Registration Rights
Agreement”), to be performed or observed on the part of Polypore;


WHEREAS, pursuant to
Section 9.01(c) of the Indenture, the Company, the Guarantors and the Trustee
are authorized to execute and deliver this Supplemental Indenture;


WHEREAS, the
Company has been authorized by resolution of its Board of Directors to enter
into this Supplemental Indenture;


WHEREAS, Polypore
and the Company have requested that the Trustee join in the execution and
delivery of this Supplemental Indenture;


WHEREAS, each
Guarantor confirms its obligations under the Indenture, the Guarantees and the
Notes; and













WHEREAS, all other acts
and proceedings required by law, by the Indenture and by the certificate of
incorporation and bylaws of the Company to make this Supplemental Indenture a
valid and binding agreement for the purposes expressed herein, in accordance
with its terms, have been duly done and performed.


NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company and the Trustee
mutually covenant and agree for the equal and ratable benefit of the holders of
the Notes as follows:


1.             Defined Terms. 
Capitalized terms used in this Supplemental Indenture and not otherwise
defined herein shall have the meanings assigned to such terms in the Indenture.


2.             Succession. 
Effective immediately upon the consummation of the Merger on the date
hereof, the Company hereby expressly assumes the due and punctual payment of
the principal of, premium, if any, and interest on all of the Notes and the
performance of every covenant and all obligations of Polypore under the Notes,
the Indenture and the Registration Rights Agreement to be performed or observed
on the part of Polypore.


3.             Continuing Effect.  Except as expressly provided herein, all of
the terms, provisions and conditions of the Indenture, the Notes, and the
Registration Rights Agreement shall remain in full force and effect.


4.             Governing Law.  THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


5.             Construction of Supplemental Indenture.  This Supplemental Indenture is executed as
and shall constitute an indenture supplemental to the Indenture and shall be
construed in connection with and as part of the Indenture for all purposes, and
every Holder of Notes heretofore or hereafter authenticated and delivered under
the Indenture shall be bound by the Indenture as amended by this Supplemental
Indenture.


6.             Trust Indenture Act Controls.  If any provision of this Supplemental
Indenture limits, qualifies or conflicts with another provision that is required
to be included in this Supplemental Indenture or the Indenture by the Trust
Indenture Act of 1939, as amended, as in force at the date that this
Supplemental Indenture is executed, the provisions required by said Act shall
control.


7.             Trustee Disclaimer.  The recitals contained in this Supplemental
Indenture shall be taken as the statements of the Company and the Trustee
assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Supplemental Indenture.


8.             Notices. 
The following addresses are the updated notice addresses to be used for
any notice or communication by the Company or the Trustee to the other party:



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If to the Company:


Polypore International, Inc.


11430 North Community House Road, Suite 350


Charlotte, NC 
28277


Facsimile No.: (704) 587-8409


Attention: Lynn K. Amos


With copies to:


Willkie Farr & Gallagher LLP


787 Seventh Avenue


New York, NY 10019


Facsimile No.: (212) 728-8214


Attention: Cristopher
Greer, Esq.


If to the Trustee:


The Bank of New York


101 Barclay Street, Fl 4 East


New York, New York 10286


Facsimile No.: (212) 815-5802


Attention:  Global Trust Services


9.             Counterparts. 
The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy (including facsimile copies) shall be an original,
but all of them together represent the same agreement.


10.           Severability.  In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be
affected.


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Intentionally Blank]



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IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture to be duly executed as
of the date first above written.


	
  

  	
  POLYPORE INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn Amos

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Lynn Amos

  	
   

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer, Treasurer and

  Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DARAMIC, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Polypore,
  Inc., as sole Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lynn Amos

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Lynn Amos

  	
   

  
	
   

  	
   

  	
  Title: Executive
  Vice President, Chief

  Financial Officer, Treasurer and Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CELGARD, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Polypore,
  Inc., as sole Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lynn Amos

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Lynn Amos

  	
   

  
	
   

  	
   

  	
  Title: Executive
  Vice President, Chief

  Financial Officer, Treasurer and Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DARAMIC
  INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn Amos

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Lynn Amos

  	
   

  
	
   

  	
   

  	
  Title: Executive
  Vice President, Chief Financial

  Officer, Treasurer and Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [Supplemental
  Indenture]

  



 











 


	
  

  	
  THE BANK OF
  NEW YORK, as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lici Zhu

  	
   

  
	
   

  	
   

  	
  Name: Lici Zhu

  	
   

  
	
   

  	
   

  	
  Title:  Assistant Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [Supplemental
  Indenture]