Exhibit 10.2


FIRST AMENDMENT AND REAFFIRMATION
AGREEMENT


FIRST AMENDMENT AND
REAFFIRMATION AGREEMENT, dated as of July 3, 2007 (the “Agreement”),
among PP HOLDING CORPORATION, a Delaware corporation (“Holdings”),
POLYPORE, INC., a Delaware corporation (the “Borrower”) and their
undersigned Subsidiaries (the “Subsidiary Guarantors” and together with
Holdings and Polypore, the “Reaffirming Parties”) and JPMORGAN CHASE
BANK, N.A., as administrative agent (the “Administrative Agent”) under
the Amended and Restated Credit Agreement referred to below.


W I T N E S S E T
H:


WHEREAS, Holdings, the
Borrower and the Administrative Agent are parties to the Credit Agreement,
dated as of May 13, 2004 (the “Existing Credit Agreement”), among
Holdings, The Borrower, the several banks and other financial institutions or
entities from time to time parties thereto, the agents named therein and the
Administrative Agent;


WHEREAS, pursuant to the
Existing Credit Agreement, each of the Reaffirming Parties entered into a Guarantee
and Collateral Agreement dated as of May 13, 2004 (the “Guarantee and
Collateral Agreement”);


WHEREAS, Holdings, the
Borrower, Daramic Holding SAS, a French societe par actions
simplifiée (“Daramic Holding”) and the Administrative Agent
have entered into an amendment and restatement of the Existing Credit
Agreement, dated as of July 3, 2007 (the “Amended and Restated Credit
Agreement”), among Holdings, the Borrower, Daramic Holding, the several
banks and other financial insitutions or entities from time to time parties
thereto (the “Lenders”), the agents named therein and the Administrative
Agent (capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Amended and Restated Credit Agreement);


WHEREAS, purusant to the Amended and Restated Credit Agreement, each of
the Reaffirming Parties has agreed to amend the Guarantee and Collateral
Agreement to, among other things, add the Borrower as a Guarantor of the
Obligations of Daramic Holding under the Amended and Restated Credit Agreement;


WHEREAS each of the Reaffirming Parties are parties to the Mortgages
dated as of May 13, 2004 (as amended on the date hereof);


WHEREAS pursuant to the Guarantee and Collateral Agreement each of the
Reaffirming Parties have guaranteed the Obligations and pursuant to the
Mortgages, each Reaffirming Party has granted in favor of the Administrative
Agent a security interest in the collateral described in each of the Mortgages;


WHEREAS each Reaffirming Party expects to realize, or has realized,
substantial direct and indirect benefits as a result of the Amended and
Restated Credit Agreement becoming effective and the  consummation of the transactions contemplated
thereby; and


WHEREAS the execution and delivery of this Agreement is a condition
precedent to the effectiveness of the Amended and Restated Credit Agreement;


NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:













SECTION 1. Amendments to Section 1.01 of the Guarantee and
Collateral Agreement.  Section 1.01
of the Guarantee and Collateral Agreement is hereby amended by


(a)  deleting the definition of “Guarantors”
in its entirety and replacing it with the following definition:


“Guarantors” means Holdings, the Subsidiary Guarantors and, with
respect to the Obligations of Daramic Holding, The Borrower. It is understood
that the term “Guarantor” as used in Article VI shall not include the Borrower.


(b) deleting the definition of “Loan Document Obligations” in
its entirety and replacing it with the following definition:


“Loan
Document Obligations” means (a) the due and punctual payment of (i) the principal
of and interest (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding) on the Loans, when and as due,
whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise, (ii) each payment required to be made by the Borrower or Daramic
Holding under the Credit Agreement in respect of any Letter of Credit, when and
as due, including payments in respect of reimbursement of disbursements, interest
thereon and obligations to provide cash collateral, and (iii) all other
monetary obligations of the Borrower or Daramic Holding to any of the Secured Parties
under the Credit Agreement and each of the other Loan Documents, including
fees, costs, expenses and indemnities, whether primary, secondary, direct,
contingent, fixed or otherwise (including monetary obligations incurred during
the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowedor allowable in such proceeding), (b)
the due and punctual performance of all other obligations of the Borrower or
Daramic Holding under or pursuant to the Credit Agreement and each of the other
Loan Documents, and (c) the due and punctual payment and performance of all the
obligations of each other Loan Party under or pursuant to this Agreement and
each of the other Loan Documents.


(c) deleting the definition of “Obligations” in its entirety and
replacing it with the following definition:


“Obligations” means (a) the Loan Document Obligations and
(b) the due and punctual payment and performance of all obligations of
each Loan Party under each Specified Cash Management Agreement and each
Specified Hedging Agreement.;


(d)
deleting the definition of “Secured Parties” in its entirety and
replacing it with the following definition:


“Secured Parties”
means (a) the Lenders, (b) the Administrative Agent, (c) any
Issuing Bank, and (d) each counterparty to any Specified Cash Management
Agreement or Specified Hedging Agreement.


SECTION 2. Amendment to Section 4.01(a) of the Guarantee and
Collateral Agreement.  Section
4.01(a) of the Guarantee and Collateral Agreement is hereby amended by
replacing clause (c) in the paragraph therein beginning with “Notwithstanding
the foregoing” with the following clause (c):


“assets subject to a Lien
permitted by Sections 6.02(a), (c), (i) and (v) of the Credit Agreement,”


SECTION 3.  Reaffirmation.  (a) Each of the Reaffirming Parties hereby
(i) consents to the Amended and Restated Credit Agreement and the
transactions contemplated thereby and hereby confirms its respective
guarantees, pledges, grants of security interests, acknowledgments, obligations
and



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consents
under the Guarantee and Collateral Agreement, the Mortgages and the other Loan
Documents and agrees that notwithstanding the effectiveness of the Amended and
Restated Credit Agreement and the consummation of the transactions contemplated
thereby, such guarantees, pledges, grants of security interests,
acknowledgments, obligations and consents shall continue to be in full force
and effect, and (ii) ratifies the Guarantee and Collateral Agreement, the
Mortgages and the other Loan Documents to which it is a party.


(b) Each of the Reaffirming Parties hereby confirms and agrees that the
Term Loans constitute Obligations under the Credit Agreement and the other Loan
Documents.


SECTION 4.  Amendment.  On and after the Amended and Restated Credit
Agreement Effective Date, (i) each reference in the Guarantee and
Collateral Agreement, the Mortgages or other Loan Document to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a
reference to the Existing Credit Agreement as amended by the Amended and
Restated Credit Agreement (as such agreement may be amended, modified or
supplemented and in effect from time to time) and (ii) the definition of
any term defined in the Guarantee and Collateral Agreement, any Mortgage or any
other Loan Document by reference to the terms defined in the Existing Credit Agreement
shall be amended to be defined by reference to the defined term in the Existing
Credit Agreement as amended by the Amended and Restated Credit Agreement (as
such agreement may be amended, modified or supplemented and in effect from time
to time).


SECTION 5.  Loan Document.  This Agreement is a Loan Document and shall
(unless otherwise expressly indicated herein) be construed, administered and
applied in accordance with the terms and provisions thereof.


SECTION 6.  Counterparts.  This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.   Delivery
of an executed signature page of this Agreement by email or facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.  This Agreement shall be binding on each Reaffirming Party that has
executed this Agreement.


SECTION 7. Effectiveness. This Agreement shall become effective
on the Restatement Effective Date.


SECTION 8.  No Novation.  Neither this Agreement nor the execution,
delivery or effectiveness of the Amended and Restated Credit Agreement shall
extinguish the obligations outstanding under the Credit Agreement, the
Guarantee and Collateral Agreement and the Mortgages or discharge or release
the lien or priority of the Mortgages. 
Nothing herein contained shall be construed as a substitution or
novation of the obligations outstanding under the Existing Credit Agreement as
amended by the Amended and Restated Credit Agreement, the Guarantee and
Collateral Agreement or the Mortgages or instruments securing the same, which
shall remain in full force and effect, except to any extent modified hereby or
by instruments executed concurrently herewith. 
Nothing implied in this Agreement, the Credit Agreement, the Amended and
Restated Credit Agreement, the Guarantee and Collateral Agreement and the
Mortgages or in any other document contemplated hereby or thereby shall be construed
as a release or other discharge of any of Borrower, Holdings or any other Loan
Party from any of its obligations and liabilities as a “Borrower,” “Guarantor,”
“Subsidiary Guarantor,” “Loan Party,” “Obligor” or “Grantor” under the Credit
Agreement, the Guarantee and Collateral Agreement or the Mortgages.  Each of the Credit Agreement, the Guarantee
and Collateral Agreement and the Mortgages shall remain in full force and
effect, until (as applicable) and except to any extent modified hereby or in
connection herewith.


SECTION 9.  Applicable Law.  THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED
BY,



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AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



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


	
  

  	
  PP HOLDING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Lynn Amos

  
	
   

  	
   

  	
  Name:

  	
  Lynn Amos

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Secretary and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  POLYPORE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Lynn Amos

  
	
   

  	
   

  	
  Name:

  	
  Lynn Amos

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Executive

  Vice President, Secretary and

  Treasurer

  



 













 


	
  

  	
  DARAMIC, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  POLYPORE, INC.

  
	
   

  	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Lynn Amos

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Lynn Amos

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer,

  Executive Vice President,

  Secretary and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CELGARD, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  POLYPORE, INC.

  
	
   

  	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Lynn Amos

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Lynn Amos

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer,

  Executive Vice President,

  Secretary and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DARAMIC INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Lynn Amos

  
	
   

  	
   

  	
  Name:

  	
  Lynn Amos

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Executive Vice

  President, Secretary and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DARAMIC ASIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Lynn Amos

  
	
   

  	
   

  	
  Name:

  	
  Lynn Amos

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Executive Vice

  President, Secretary and Treasurer

  
								



 


 













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


	
  

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter A. Dedousis

  
	
   

  	
   

  	
  Name:

  	
  Peter A. Dedousis

  
	
   

  	
   

  	
  Title:

  	
  Managing Director