Ex-10.18



 








Exhibit
10.18



Execution Copy




THIRD AMENDMENT




          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”).




W I T N E S S E T H:




          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain loans and other extensions of credit to
the Borrower;




          WHEREAS, the Borrower has requested, and, upon this Amendment
becoming effective, the Lenders have agreed, that certain provisions of
the Credit Agreement be amended as set forth below;




          NOW, THEREFORE, the parties hereto hereby agree as follows:




          SECTION 1. Defined Terms. Terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the
Credit Agreement.




          SECTION 2. Amendment to Section 1.1 [Defined Termsl. (a) The
“Applicable Percentage” definition is hereby amended by deleting the two left
columns of the table set forth therein in their entirety (the columns
located under the headings “Eurodollar Spread-Term Loans” and “ABR
Spread-Term Loans”) and substituting in lieu thereof the following two
columns:




	 	 	 
	Eurodollar Spread-Term Loans	 	ABR Spread-Term Loans
	3.00%
	 	2.00%






          (b) The “Pricing Grid” definition is hereby amended by deleting
the table set forth therein in its entirety and substituting in lieu
thereof the following table:











 



2




	 	 	 	 	 
	 	 	Eurodollar	 	 
	 	 	Spread-Revolving	 	ABR Spread-Revolving
	 	 	Loans and Swingline	 	Loans and Swingline
	Leverage Ratio	 	Loans	 	Loans
	Category
1
	 	 	 	 
	Greater than 4.75 to 1.00
	 	3.00%	 	2.00%
	 
	 	 	 	 
	Category 2
	 	 	 	 
	Greater than 3.50 to
1.00 but less than or
equal to 4.75 to 1.00
	 	2.75%	 	1.75%
	 
	 	 	 	 
	Category 3
	 	 	 	 
	Greater than 3.00 to
1.00, but less than or
equal to 3.50 to 1.00
	 	2.50%	 	1.50%
	 
	 	 	 	 
	Category 4
	 	 	 	 
	Greater than 2.50 to
1.00, but less than or
equal to 3.00 to 1.00
	 	2.25%	 	1.25%
	 
	 	 	 	 
	Category 5
	 	 	 	 
	Less than or equal to
2.50 to 1.00
	 	2.00%	 	1.00%






          (c) The “Consolidated EBITDA” definition is hereby amended by (i)
deleting the term “and” set forth immediately prior to clause (xvi) and inserting in
lieu thereof a “,” and (ii) inserting the following new language at the end of clause (xvi) thereof immediately
prior to the word “minus”:”





     “, (xvii) charges related to the shutdown of the cellulosic
business incurred during such period not to exceed $15,000,000 with
respect to cash charges for all periods (provided, that any
increase in Consolidated EBITDA resulting from this clause (xvii)
shall not be applicable for determining pricing under the “Applicable
Percentage” and “Pricing Grid” definitions) and (xviii) any fees and
expenses payable in connection with the Third Amendment”



          (d) The “Excess Cash Flow” definition is hereby amended by (i)
deleting the language set forth in clause (b)(vii) in its entirety and substituting in lieu
thereof the language: “RESERVED”, (ii) deleting the term “and” set forth immediately after clause (b)(xvii)
thereof and inserting in lieu thereof a “,” and (iii) inserting the following language at the end of clause
(b)(xviii) thereof:





     “and (xix) to the extent included in determining Consolidated
EBITDA pursuant to clause (xvii) of the definition thereof, the
amount of cash charges incurred in connection with the shutdown of
the cellulosic business.”



          (e) Section 1.1 of the Credit Agreement is hereby further
amended by inserting the following defined terms in appropriate alphabetical order:










 



3



     “Index Debt Rating”: the rating of senior, unsecured,
long-term indebtedness for borrowed money of the Borrower.




     “Moody’s”: Moody’s Investors Service, Inc.




     “Moody’s Ratings Reduction Event”: the occurrence of either of the
following events: (i) a downgrade in the Index Debt Rating by Moody’s below the
Index Debt Rating by Moody’s in effect on December 13, 2005 or (ii) the failure
of Moody’s to have in effect an Index Debt Rating.




     “S&P”: Standard & Poor’s Ratings Services.




     “S&P Ratings Reduction Event”: the occurrence of either of the
following events: (i) a downgrade in the Index Debt Rating by S&P below the
Index Debt Rating by S&P in effect on December 13, 2005 or (ii) the failure
of S&P to have in effect an Index Debt Rating.




     “Third Amendment”: the Third Amendment to this Agreement,
dated as of December 13, 2005.



          SECTION
3. Amendment to Section 2.11 [Prepayment of Term Loan
Borrowings].
Section 2.1l(a) of the Credit Agreement is hereby amended by deleting such section in
its entirety and substituting in lieu thereof the following:





     “(a) (i) The Borrower shall pay to the applicable Lenders, through the
Administrative Agent, on the dates set forth below, or if any such date is not a
Business Day, on the next preceding Business Day (each such date being called a
“Repayment Date”), a principal amount of the US$ Term Loans (as adjusted
from time to time pursuant to Sections 2.1l(c), 2.12, 2.13(e) and 2.23(d)) of
each such Lender, which shall be in an amount equal to such Lender’s US$ Term
Percentage multiplied by the amount set forth below opposite such installment
(together in each case with accrued and unpaid interest on the principal amount
to be paid to but excluding the date of such payment):



	 	 	 	 	 
	Repayment Date	 	Principal Amount	 
	December 30, 2006
	 	$	839,258.31	 
	March 31, 2007
	 	$	839,258.31	 
	June 30, 2007
	 	$	839,258.31	 
	September 29, 2007
	 	$	839,258.31	 
	December 29, 2007
	 	$	839,258.31	 
	March 29, 2008
	 	$	839,258.31	 
	June 28, 2008
	 	$	839,258.31	 
	September 27, 2008
	 	$	839,258.31	 
	January 3, 2009
	 	$	839,258.31	 
	April 4, 2009
	 	$	839,258.31	 
	June 27, 2009
	 	$	839,258.31	 
	October 3, 2009
	 	$	839,258.31	 
	January 2, 2010
	 	$	839,258.31	 
	April 3, 2010
	 	$	839,258.31	 
	July 3, 2010
	 	$	839,258.31	 
	October 2, 2010
	 	$	839,258.31	 
	January 1, 2011
	 	$	839,258.31	 
	April 2, 2011
	 	$	839,258.31	 












 



4


	 	 	 	 	 
	Repayment Date	 	Principal Amount	 
	July 2, 2011
	 	$	839,258.31	 
	October 1, 2011
	 	$	839,258.31	 
	Term Loan Maturity Date
	 	$	311,364,833.76	 







     (ii) The Borrower shall pay to the applicable Lenders, through the
Administrative Agent, on the dates set forth below, or if any such date is not a
Business Day, on the next preceding Repayment Date, a principal amount of the
Euro Term Loans (as adjusted from time to time pursuant to Sections 2.11(c),
2.12, 2.13(e) and 2.23(d)) of each such Lender, which shall be in an amount
equal to such Lender’s Euro Term Percentage multiplied by the amount set forth
below opposite such installment (together in each case with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of such
payment):



	 	 	 	 	 
	Repayment Date	 	Principal Amount	 
	December 30, 2006
	 	€	81,483.38	 
	March 31, 2007
	 	€	81,483.38	 
	June 30, 2007
	 	€	81,483.38	 
	September 29, 2007
	 	€	81,483.38	 
	December 29, 2007
	 	€	81,483.38	 
	March 29, 2008
	 	€	81,483.38	 
	June 28, 2008
	 	€	81,483.38	 
	September 27, 2008
	 	€	81,483.38	 
	January 3, 2009
	 	€	81,483.38	 
	April 4, 2009
	 	€	81,483.38	 
	June 27, 2009
	 	€	81,483.38	 
	October 3, 2009
	 	€	81,483.38	 
	January 2, 2010
	 	€	81,483.38	 
	April 3, 2010
	 	€	81,483.38	 
	July 3, 2010
	 	€	81,483.38	 
	October 2, 2010
	 	€	81,483.38	 
	January 1, 2011
	 	€	81,483.38	 
	April 2, 2011
	 	€	81,483.38	 
	July 2, 2011
	 	€	81,483.38	 
	October 1, 2011
	 	€	81,483.38	 
	Term Loan Maturity Date
	 	€	30,230,332.48	 






          SECTION 4. Amendment to Section 2.13 [Mandatory Prepayments].
Section 2.13 of the Credit Agreement is hereby amended by deleting Section 2.13(c) in
its entirety and substituting in lieu thereof the following:





     “(c) No later than 90 days after the end of each fiscal year of the
Borrower, the Borrower shall prepay outstanding Term Loans in accordance with
Section 2.13(e) in an aggregate principal amount equal to (x) with respect to
each fiscal year ended on or before December 29, 2007, 75% of Excess Cash Flow
for the fiscal year then ended and (y) with respect to each fiscal year
thereafter, 50% of Excess Cash Flow for the fiscal year then ended;
provided, however, that, with respect to clause (y) above (but not
clause (x)), (A) in the event the Leverage Ratio at the end of any such fiscal
year was equal to or less than 3.75 to 1.00 and greater than 3.25 to 1.00, then
such amount shall be reduced to 25% of such Excess Cash Flow and (B) in the
event the Leverage Ratio at the end of any such fiscal year was equal to or less
than 3.25 to 1.00, no such prepayment shall be required.”









 



5


          SECTION
5. Amendment to Article II [The Credits]. Article
II of the Credit Agreement is hereby amended by inserting the following
new Sections in appropriate numerical order:





     “SECTION 2.24. Pricing Increase Upon a Ratings Reduction
Event. Notwithstanding anything set forth herein to the
contrary, it is understood and agreed that the interest rate
otherwise applicable to any Loan hereunder shall be increased by
(a) 0.25% per annum, for so long as either a Moody’s Ratings
Reduction Event or an S&P Ratings Reduction Event has occurred and
is continuing or (b) 0.50% per annum, for so long as both a
Moody’s Ratings Reduction Event and an S&P Ratings Reduction Event
has occurred and is continuing.




     SECTION 2.25. Prepayment Fees. In the event that, on
or before December 13, 2007 (x) any prepayment of the Term Loans
is made pursuant to Section 2.13(d) or (y) the Borrower optionally
prepays the Term Loans with the proceeds from an incurrence of
Indebtedness, the Borrower shall pay to each Term Lender a fee in
an amount equal to the product of (a) 1.00% and (b) the principal
amount of the Term Loans of such Lender so prepaid.”



          SECTION 6. Amendment to Section 6.4 [Investments, Loans and
Advances]. Section 6.4 of the Credit Agreement is hereby amended by
(i) deleting the first two lines set forth in clause (c) thereof
immediately prior to the first proviso therein and substituting in lieu
thereof the language: “loans or advances made by the Borrower or any
Subsidiary to the Borrower or any other Subsidiary”, (ii) deleting the
“,” at the end of clause (c)(i) and substituting in lieu thereof the
word “and”, (iii) deleting the word “and” immediately before clause
(c)(iii) and substituting in lieu thereof a “.” and (iv) deleting clause
(c)(iii) thereof in its entirety.




          SECTION 7. Amendment to Section 6.6 [Restricted Payments:
Restrictive Agreements]. Section 6.6 of the Credit Agreement is
hereby amended by deleting clauses (a)(iii) through (a)(vii) thereof in
their entirety and substituting in lieu thereof the following:




          "(iii) [RESERVED];





     (iv) the Borrower and Holdings may make Restricted Payments
to Holdings and/or Parent (x) the proceeds of which shall be
applied by Holdings and/or Parent to pay out of pocket general
corporate and overhead expenses incurred by Holdings and/or Parent
not to exceed $2,500,000 during any fiscal year of the Borrower
and (y) in the form of Tax Payments, to the extent directly
attributable to (or arising as a result of) the operations of the
Borrower and the Subsidiaries; provided, however,
that (A) the amount of such dividends shall not exceed the amount
that the Borrower and the Subsidiaries would be required to pay in
respect of Federal, State and local taxes were the Borrower and
the Subsidiaries to pay such taxes as stand-alone taxpayers, (B)
all Restricted Payments made to Holdings and/or Parent pursuant to
this clause (iv) are used by Holdings and/or Parent for the
purposes specified herein within 20 days of the receipt thereof
and (C) in the case of any Restricted Payment made to Holdings
pursuant to this clause (iv), Holdings owns, beneficially and of
record, 100% of the issued and outstanding Equity Interests of the
Borrower at the time of such Restricted Payment;




     (v) in addition to the foregoing Restricted Payments and so
long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, the Borrower may make
additional Restricted Payments to Holdings the proceeds of which
may be utilized by Holdings to make additional Restricted
Payments, in an aggregate amount not to exceed 100% of Cumulative
Excess Cash Flow that is Not Otherwise Applied if the Leverage
Ratio as of the last day of any period of four fiscal quarters
ending on or after April 4, 2009 (after giving pro forma effect to
such additional Restricted Payments) was less than 3.25 to 1.00;
provided, that, for the avoidance









 



6



of doubt, no Restricted Payments may be made under this Section
6.6(a)(v) on or before April 4, 2009;




     (vi) [RESERVED]; and




     (vii) Holdings, the Borrower and its Subsidiaries may make
additional Restricted Payments not in excess of $5,000,000 in the
aggregate so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom.”



          SECTION
8. Amendment to Section 6.11 [Interest Coverage
Ratio]. Section 6.11 of the Credit Agreement is hereby amended by
deleting the table set forth therein in its entirety and substituting
in lieu thereof the following table:




	 	 	 	 	 
	Date or Period	 	Ratio	 
	October 2, 2004 through October 1, 2005
	 	 	2.25 to 1.00	 
	December 31, 2005
	 	 	1.90 to 1.00	 
	April 1, 2006 through March 31, 2007
	 	 	1.70 to 1.00	 
	June 30, 2007
	 	 	1.75 to 1.00	 
	September 29, 2007 through June 28, 2008
	 	 	1.90 to 1.00	 
	September 27, 2008 through January 3, 2009
	 	 	2.00 to 1.00	 
	January 4, 2009 through January 2, 2010
	 	 	2.75 to 1.00	 
	April 3, 2010 and each fiscal quarter thereafter
	 	 	3.00 to 1.00	 






          SECTION 9. Amendment to Section 6.12 [Maximum Leverage
Ratio]. Section 6.12 of the Credit Agreement is hereby amended by
deleting the table set forth therein in its entirety and substituting in
lieu thereof the following table:




	 	 	 	 	 
	Date or Period	 	Ratio	 
	October 1, 2005
	 	 	6.00 to 1.00	 
	December 31, 2005
	 	 	6.50 to 1.00	 
	April 1, 2006 through March 31, 2007
	 	 	6.90 to 1.00	 
	June 30, 2007
	 	 	6.75 to 1.00	 
	September 29, 2007
	 	 	6.50 to 1.00	 
	December 29, 2007
	 	 	6.25 to 1.00	 
	March 29, 2008
	 	 	6.00 to 1.00	 
	June 28, 2008
	 	 	5.75 to 1.00	 
	September 27, 2008 through January 3, 2009
	 	 	5.50 to 1.00	 
	January 4, 2009 through October 3, 2009
	 	 	4.25 to 1.00	 
	January 2, 2010 and each fiscal quarter thereafter
	 	 	4.00 to 1.00	 












 



7


          SECTION 10. Amendment to Article 9 of the Credit Agreement. Article 9 of
the Credit Agreement is hereby amended by inserting the following new Section in
appropriate numerical order:





     “SECTION 9.20. Testing of Financial Covenants.
Notwithstanding anything to the contrary contained herein, it is hereby
understood and agreed that each of the Leverage Ratio and the Interest Coverage
Ratio shall, in addition to the dates on which this Agreement otherwise sets
forth for the calculation of such financial covenants, be tested on January 4,
2009; provided, that (i) for the purposes of calculating the Leverage
Ratio and the Interest Coverage Ratio as of such date, Consolidated EBITDA shall
be calculated based on the four fiscal quarters of the Borrower ending September
27, 2008, (ii) for the purpose of calculating the Leverage Ratio as of such
date, total Indebtedness of the Borrower and its Subsidiaries shall be
calculated as of January 4, 2009, (iii) for the purpose of calculating the
Interest Coverage Ratio as of such date, Consolidated Interest Expense shall be
calculated based on the four fiscal quarters of the Borrower ending September
27,2008, (iv) on or before January 5, 2009, a Financial Officer of the Borrower
shall deliver a certificate setting forth computations in reasonable detail
satisfactory to the Administrative Agent demonstrating compliance with such
financial covenants, and (v) for the avoidance of doubt, there shall be no
Default or Event of Default with respect to any noncompliance with the Leverage
Ratio and the Interest Coverage Ratio being tested pursuant to this Section 9.20
until on or after January 4, 2009.”



          SECTION 11. Conditions to Effectiveness of Amendment. The amendments set
forth herein shall be effective on the date on which all of the following conditions
precedent have been satisfied or waived:





     (i) the Administrative Agent (or its counsel) shall have received a
counterpart of this Amendment, executed and delivered by a duly authorized
officer of each of (A) Holdings, (B) the Borrower and (C) the Required
Lenders;




     (ii) the Administrative Agent shall have received, for the account of
each Lender executing this Amendment on or prior to December 13, 2005, an
amendment fee in an amount equal to 0.25% of the sum of (i) such executing
Lender’s Term Loans then outstanding and (ii) such executing Lender’s Revolving
Credit Commitment then in effect;




     (iii) the Borrower shall have paid all fees and expenses of the
Administrative Agent, including (i) fees separately agreed between the
Borrower and the Administrative Agent and (ii) the reasonable fees and
expenses of counsel to the Administrative Agent; and




     (iv) after giving effect to the Amendment, no Default or Event of
Default shall have occurred and be continuing.









 



8


          SECTION 12. Representations and Warranties. Each of the
representations and warranties made by each of Holdings and the Borrower in
or pursuant to the Loan Documents shall be true and correct in all material
respects on and as of the date hereof as if made as of the date hereof,
except for representations and warranties expressly stated to relate to a
specific earlier date, in which case such representations and warranties
were true and correct in all material respects as of such earlier date;
provided, that each reference to the Credit Agreement therein shall
be deemed to be a reference to the Credit Agreement after giving effect to
this Amendment.




          SECTION
13. Effect on the Loan Documents. (a) Except as
specifically amended above, the Credit Agreement and all other Loan
Documents shall continue to be in full force and effect and are hereby in
all respects ratified and confirmed.




          (b) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any
Lender or the Administrative Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.




          SECTION 14. Expenses. Holdings and the Borrower agree to pay
or reimburse the Administrative Agent for all of its out-of-pocket costs
and reasonable expenses incurred in connection with this Amendment, any
other documents prepared in connection herewith and the transaction
contemplated hereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.




          SECTION 15. Affirmation of Guaranty and Credit Agreement. The
Guarantors hereby consent to this Amendment and hereby confirm, reaffirm
and restate that their obligations under or in respect of the Credit
Agreement and the documents related thereto to which they are a party are
and shall remain in full force and effect after giving effect to the
foregoing Amendment.




          SECTION 16. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          SECTION 17. Execution in Counterparts. This Amendment may be
executed by one or more of the parties to this Amendment on any number of
separate counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.




[Remainder of page intentionally left blank.]










 



 


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	PP HOLDING CORPORATION

 	 
	 	By:  	/s/ Lynn K. Amos 	 
	 	 	Name:  	Lynn K. Amos	 
	 	 	Title:  	CFO	 
	 



	 	 	 	 	 
	 	POLYPORE, INC., as Borrower

 	 
	 	By:  	/s/ Lynn K. Amos 	 
	 	 	Name:  	Lynn K. Amos	 
	 	 	Title:  	CFO	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as

Administrative Agent and a Lender

 	 
	 	By:  	/s/
Peter A. Dedousis 	 
	 	 	Name:  	Peter A. Dedousis	 
	 	 	Title:  	Managing Director	 
	 



	 	 	 	 	 
	 	BEAR STEARNS CORPORATE LENDING INC.,

as Syndication Agent and a Lender

 	 
	 	By:  	/s/
Victor Bulzacchelli 	 
	 	 	Name:  	Victor Bulzacchelli	 
	 	 	Title:  	Vice President	 
	 



	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as

Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/
Marie G. Mollo 	 
	 	 	Name:  	Marie G. Mollo	 
	 	 	Title:  	Duly Authorized Signatory	 
	 



	 	 	 	 	 
	 	LEHMAN COMMERCIAL PAPER INC., as

Co-Documentation Agent and a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 









 



 




ACKNOWLEDGEMENT AND CONSENT




          Each of the undersigned Subsidiary Guarantors hereby acknowledges
and consents to the foregoing Amendment.




	 	 	 	 	 
	 	DARAMIC, LLC

 	 
	 	By:  	/s/
Lynn K. Amos 	 
	 	 	Name:  	Lynn K. Amos	 
	 	 	Title:  	CFO	 
	 



	 	 	 	 	 
	 	DARAMIC INTERNATIONAL, INC.

 	 
	 	By:  	/s/
Lynn K. Amos 	 
	 	 	Name:  	Lynn K. Amos	 
	 	 	Title:  	CFO	 
	 



	 	 	 	 	 
	 	POLYPORE HOLDINGS, INC.

 	 
	 	By:  	/s/
Lynn K. Amos 	 
	 	 	Name:  	Lynn K. Amos	 
	 	 	Title:  	CFO	 
	 



	 	 	 	 	 
	 	CELGARD, LLC

 	 
	 	By:  	/s/
Lynn K. Amos 	 
	 	 	Name:  	Lynn K. Amos	 
	 	 	Title:  	CFO	 
	 



	 	 	 	 	 
	 	DARAMIC ASIA, INC.

 	 
	 	By:  	/s/
Lynn K. Amos 	 
	 	 	Name:  	Lynn K. Amos	 
	 	 	Title:  	CFO