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  FOURTH AMENDMENT    
    


        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"). 


 
 

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 Borrowers; 



        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
Terms].    (a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following defined terms in their appropriate alphabetical
order: 


        "Alnery"
shall mean Alnery No. 104 Limited, a private company limited by shares organized in Hong Kong. 


        "Alnery
Acquisition" shall mean the acquisition by Polypore BV of Alnery pursuant to the Alnery Purchase Agreement. 


        "Alnery
Purchase Agreement" shall mean that certain Joint Venture Agreement entered into as of January 1, 2007 by and among Nippon Sheet Glass
Company, Limited, a corporation organized and existing under the laws of Japan, Alnery, Polypore BV and Tianjin PE Separator Co. Ltd., a wholly foreign owned enterprise organized and existing
under the laws of the People's Republic of China. 


        "Polypore
BV" shall mean Polypore B.V., a limited liability company organized and existing under the laws of the Netherlands. 



	(b)
	The
"Excess Cash Flow" definition is hereby amended by (i) inserting the following words at the end of clause (a)(ii) thereof, immediately before the word "over"
contained therein: 




        "(it
being understood that the incurrence of charges related to the shutdown of the cellulosic business, to the extent included in determining Consolidated EBITDA pursuant to
clause (xvii) of the definition thereof, in an aggregate amount not to exceed $15,000,000, shall not affect the calculation of such amount)"; 


        (ii)   inserting
the words "(other than the Alnery Acquisition)" immediately after the words "Permitted Acquisitions" in clause (b)(iii) thereof;
(iii) inserting the following words at the end of clause (b)(v) thereof, immediately before the "," contained therein: 



        "(it
being understood that the conversion of accrued charges included in determining Consolidated EBITDA pursuant to clause (xvii) of the definition thereof into cash charges
shall not affect the calculation of such amount)"; 








 

        (iv)  deleting
the word "and" at the end of clause (b)(xviii) thereof and substituting in lieu thereof a ";"; (v) deleting
clause (b)(xix) in its entirety and substituting in lieu thereof the following: 



        "(xix) in
the case of the 2006 fiscal year only, to the extent included in determining Consolidated EBITDA for such fiscal year pursuant to clause (xvii) of the definition
thereof, charges related to the shutdown of the cellulosic business not to exceed $15,000,000 and (xx) in the case of (1) the 2006 fiscal year, cash payments scheduled to be made in
fiscal year 2007 not to exceed $6,000,000 and (2) the 2007, 2008 and 2009 fiscal years, additional cash payments actually made in any such fiscal year of up to $5,100,000 in the aggregate to
fulfill the commitments of Polypore BV under the Alnery Purchase Agreement to acquire the remaining unowned Equity Interests of Alnery"; and 




        (vi)  adding
the following new sentence at the end thereof: 



        "Notwithstanding
the foregoing, "Excess Cash Flow" determined in respect of the 2007 fiscal year shall be increased by (i) the excess, if any, of (1) the amount deducted
from the calculation of Excess Cash Flow for the 2006 fiscal year pursuant to clause (b)(xix) above over (2) the actual amount of cash payments made in fiscal year 2007 relating
to the shutdown of the cellulosic business and (ii) the excess, if any, of (1) the amount deducted from the calculation of Excess Cash Flow for the 2006 fiscal year pursuant to
clause (b)(xx)(1) above over (2) the actual amount of cash payments made in fiscal year 2007 (other than any such cash payments financed with the proceeds of Indebtedness, equity
issuances or other proceeds that would not be included in Consolidated EBITDA for such fiscal year) in connection with the Alnery Acquisition.". 




        SECTION
3.    Amendment to Section 2.25 [Prepayment
Fees].    Section 2.25 of the Credit Agreement is hereby amended and restated in its entirety as follows: 


        "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 (in each case excluding any such prepayment made in connection with (i) an initial public offering yielding gross proceeds from the sale of primary shares of at least $150,000,000
by Holdings, the Borrower or any of its Subsidiaries or any of their holding companies, where at least $150,000,000 of such proceeds are used by Holdings, the Borrower or any of its Subsidiaries or
any of their holding companies to reduce its Indebtedness (regardless of whether the proceeds of such offering are applied to prepay the Term Loans) or (ii) a Change in Control), 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
4.    Amendment to Section 6.4 [Investments, Loans and
Advances].    Section 6.4(g) of the Credit Agreement is hereby amended by adding the following new language at the end thereof, immediately after the words
""Permitted Acquisition"" "and before the ")": 


"(it
being understood that the acquisition for cash by the Borrower or any of its Subsidiaries of (x) at least 60.0% of the shares of the issued and outstanding Equity Interests of Alnery in
2007 and (y) all or substantially all of the outstanding Equity Interests not acquired, directly or indirectly, pursuant to clause (x) above of Alnery on or before June 30, 2009
shall, in each case, be deemed to be a "Permitted Acquisition"; provided, in each case, that the conditions set forth in clauses (i), (ii), (iii), and (iv) above shall have been met with
respect to such acquisition (it being understood that Alnery shall be deemed to be an "Acquired Entity" for purposes of making such determination))". 


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        SECTION
5.    Conditions to Effectiveness.    (a) Each amendment set forth in
this Amendment shall be effective on the date on which the following conditions precedent have been satisfied or waived (the "Effective Date"): 



        (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) Lenders sufficient to approve such amendment in accordance with Section 9.8 of the Credit Agreement; 



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


        (iii)  after
giving effect to such amendment, no Default or Event of Default shall have occurred and be continuing. 


        (b)   The
Administrative Agent shall notify the Borrower and each Lender (via IntraLinks or such other means reasonably determined by the Administrative Agent) of the
occurrence of the Effective Date of such amendment. 




        SECTION
6.    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
7.    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
8.    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
9.    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
10.    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
11.    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.]  


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        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:	Chief Financial Officer
	

 	
 	
POLYPORE, INC., as a Borrower
	

 	
 	

By:	

/s/  LYNN K. AMOS      

	 	 	Name:	Lynn K. Amos
	 	 	Title:	Chief Financial Officer
	

 	
 	
JP MORGAN CHASE BANK, 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/  ROBERT M. KADLICK      

	 	 	Name:	Robert M. Kadlick
	 	 	Title:	Duly Authorized Signatory
	

 	
 	
LEHMAN COMMERCIAL PAPER INC., as Co-Documentation Agent and a Lender
	

 	
 	

By:	

/s/  LEHMAN COMMERCIAL PAPER INC.      

	 	 	Name:	 
	 	 	Title:	 
	

 	
 	

By:	

/s/  [See attached schedule of signatory Lenders]      

	 	 	Name:	 
	 	 	Title:	 




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ACKNOWLEDGEMENT AND CONSENT    
    


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


        [LIST
SUBSIDIARY GUARANTORS] 


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SCHEDULE OF SIGNATORY LENDERS    
    


280
Funding I

Addison CDO. Limited

AIM Floating Rate Fund

Antares Capital Corporation

Antares Funding, L.P., as a Lender

Archimedes Funding III, Ltd.

Avalon Capital Ltd. 3

Bear Stearns Institutional Loan Master Fund

Bear Stearns Investment Products Inc.

Bear Stearns Loan Trust

Big Sky III Senior Loan Trust

Blackrock Senior Income Series

Blackrock Global Floating Rate Income

Bryn Mawr CLO, Ltd.

Carlyle Loan Investment, Ltd.

Carlyle High Yield Partners IV, Ltd.

Carlyle High Yield Partners V, Ltd.

Carlyle High Yield Partners VII, Ltd.

Centaurus Loan Trust

Champlain CLO, Ltd.

Charter View Portfolio

Clarenville CDO, SA

Clydesdale CLO 2003, Ltd.

Clydesdale CLO 2004, Ltd.

Continental Casualty Company

CSAM Funding I

CSAM Funding III

CSAM Funding IV

Diversified Credit Portfolio Ltd.

Eagle Creek CLO, Ltd.

Eaton Vance CDO III, Ltd.

Eaton Vance CDO VII, PLC

Eaton Vance CDO VIII, Ltd.

Eaton Vance CDO IX, Ltd.

Eaton Vance CDO X, Ltd.

Eaton Vance CDO XI, Ltd.

Eaton Vance Credit Opportunities Fund

Eaton Vance Institutional Senior Loan Fund

Eaton Vance Limited Duration Income Fund

Eaton Vance Senior Floating-Rate Trust

Eaton Vance Senior Floating-Rate Income Trust

Eaton Vance Senior Income Trust

Eaton Vance Short Diversified Income Trust

Eaton Vance Variable Leverage Fund Ltd.

Eaton Vance VT Floating-Rate Income Fund

Endurance CLO I, Ltd.

Fall Creek CLO, Ltd.

Fairway Loan Funding Company

First Trust / Highland Capital Floating Rate Income Fund II



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Foothill
Income Trust II, L.P.

Forest Creek CLO, Ltd.

Galaxy III CLO, Ltd.

Galaxy IV CLO Ltd.

Galaxy CLO 2003-1, Ltd.

Gallatin Funding I Ltd.

Gallatin CLO II 2005-1 LTD.

General Electric Capital Corporation, as Administrator for, GE Commercial Loan Holding LLC

General Electric Capital Corporation

Global Enhanced Loan Fund S.A.

Grand Central Asset Trust, BDC Series

Grayson & Co.

Grayston CLO II 2004-1 LTD.

Gulf Stream-Compass CLO 2005-I LTD

Highland Floating Rate LLC

Highland Floating Advantage Fund

Highland Capital Management LP

ING Capital LLC

ING Prime Rate Trust

Intercontinental CDO S.A.

IXIS Loomis Sayles Senior Loan Fund

IXIS Loomis Sayles Senior Loan Fund, LLC

IXIS Loomis Sayles Senior Loan Fund II, LLC

Jupiter Loan Funding LLC

KZH Soleil 2 LLC

Laguna Funding LLC

Landmark IV CDO Limited

The Loomis Sayles Senior Loan Fund II LLC

LFC Loan Funding LLC, for itself or as agent for Loan Funding Corp. THC, Ltd.

Loan Funding III LLC

Loan Funding VII LLC

Long Grove CLO, Limited

Madison Avenue CDO III, Limited

Madison Park Funding IV, Ltd.

MainStay Floating Rate Fund, a series of Eclipse Funds, Inc.

Maplewood (Cayman) Limited

Massachusetts Mutual Life Insurance Company, Bill & Melinda Gates Foundation Trust

Mayport CLO Ltd.

Morgan Stanley Prime Income Trust

Muirfield Trading LLC

National City Bank

Nautique Funding Ltd.

Navigator CDO 2003, LTD, as a Lender

Navigator CDO 2004, LTD, as a Lender

NCRAM Loan Trust

New York Life Insurance Company

New York Life Insurance and Annuity Corporation

The Norinchukin Bank, New York Branch

Nuveen Tax-Advantage Total Return Strategy

Nuveen Floating Rate Income Fund

NYLIM Institutional Floating Rate fund L.P.



7







 

NYLIM
Flatiron CLO 2005-1 Ltd.

Oppenheimer Senior Floating Rate Fund

Petrusse European CLO S.A.

PIMCO Floating Income Fund

PIMCO Floating Rate Income Fund

PIMCO Floating Rate Strategy Fund

PPM Monarch Bay Funding LLC

Putnam Floating Rate Income Fund

Putnam Master Intermediate Income Trust

Restoration Funding CLO, Ltd.

RMF Euro CDO S.A.

RMF Euro CDO II S.A.

Rosemont CLO, Ltd.

Sagamore CLO, Ltd.

Saratoga CLO I, Limited

Senior Debt Portfolio

Senior Loan Portfolio

Southport CLO, Limited

Stanfield Carrera CLO, Ltd.

Stanfield Arbitrage CDO, Ltd.

Stanfield Daytona CLO, Ltd.

Stanfield Bristol CDO, Ltd.

Suffield CLO, Limited

The Sumitomo Trust & Banking Co., Ltd., New York Branch

SunAmerica Life Insurance Company

SunAmerica Senior Floating Rate Fund, Inc.

Symphony CLO I

UBS Loan Finance LLC

Van Kampen Senior Income Fund

Van Kampen Senior Loan Fund

Veritas CLO I., Ltd.

Waterville Funding LLC

Wells Fargo Advantage Short-Term High Yield Basis Fund

Wasatch CLO Ltd.

Waterfall European CLO S.A.

Waveland—INGOTS, LTD. 


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FOURTH AMENDMENT

W I T N E S S E T H

ACKNOWLEDGEMENT AND CONSENT

SCHEDULE OF SIGNATORY LENDERS