**Exhibit 10.15****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 Delawarecorporation (“Holdings”), POLYPORE, INC. (f/k/a PP AcquisitionCorporation), a Delaware corporation (the “Borrower”), theseveral banks and other financial institutions or entities from time totime parties thereto (the “Lenders”), GENERAL ELECTRIC CAPITALCORPORATION, LEHMAN COMMERCIAL PAPER INC. and UBS SECURITIES LLC, asco-documentation agents, BEAR STEARNS CORPORATE LENDING INC., assyndication agent, and JPMORGAN CHASE BANK, N.A., as administrativeagent (in such capacity, the “Administrative Agent”).WITNESSETH:          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreedto make, and have made, certain loans and other extensions of credit tothe Borrower;          WHEREAS, the Borrower has requested, and, upon this Amendmentbecoming effective, the Lenders have agreed, that certain provisions ofthe 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 CreditAgreement and used herein shall have the meanings given to them in theCredit Agreement.          SECTION 2. Amendment to Section 1.1 [Defined Termsl. (a) The“Applicable Percentage” definition is hereby amended by deleting the two leftcolumns of the table set forth therein in their entirety (the columnslocated under the headings “Eurodollar Spread-Term Loans” and “ABRSpread-Term Loans”) and substituting in lieu thereof the following twocolumns:   **Eurodollar Spread-Term Loans** **ABR Spread-Term Loans**3.00% 2.00%          (b) The “Pricing Grid” definition is hereby amended by deletingthe table set forth therein in its entirety and substituting in lieuthereof the following table:

 

2       **Eurodollar**    **Spread-Revolving** **ABR Spread-Revolving**  **Loans and Swingline** **Loans and Swingline****Leverage Ratio** **Loans** **Loans**Category1    Greater than 4.75 to 1.00 3.00% 2.00%     Category 2    Greater than 3.50 to1.00 but less than orequal to 4.75 to 1.00 2.75% 1.75%     Category 3    Greater than 3.00 to1.00, but less than orequal to 3.50 to 1.00 2.50% 1.50%     Category 4    Greater than 2.50 to1.00, but less than orequal to 3.00 to 1.00 2.25% 1.25%     Category 5    Less than or equal to2.50 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 inlieu thereof a “,” and (ii) inserting the following new language at the end of clause (xvi) thereof immediatelyprior to the word “minus”:”     “, (xvii) charges related to the shutdown of the cellulosicbusiness incurred during such period not to exceed $15,000,000 withrespect to cash charges for all periods (provided, that anyincrease in Consolidated EBITDA resulting from this clause (xvii)shall not be applicable for determining pricing under the “ApplicablePercentage” and “Pricing Grid” definitions) and (xviii) any fees andexpenses 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 lieuthereof 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 ConsolidatedEBITDA pursuant to clause (xvii) of the definition thereof, theamount of cash charges incurred in connection with the shutdown ofthe cellulosic business.”          (e) Section 1.1 of the Credit Agreement is hereby furtheramended 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 thefollowing events: (i) a downgrade in the Index Debt Rating by Moody’s below theIndex Debt Rating by Moody’s in effect on December 13, 2005 or (ii) the failureof 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 thefollowing events: (i) a downgrade in the Index Debt Rating by S&P below theIndex Debt Rating by S&P in effect on December 13, 2005 or (ii) the failureof S&P to have in effect an Index Debt Rating.     “Third Amendment”: the Third Amendment to this Agreement,dated as of December 13, 2005.          SECTION3. Amendment to Section 2.11 [Prepayment of Term LoanBorrowings].Section 2.1l(a) of the Credit Agreement is hereby amended by deleting such section inits entirety and substituting in lieu thereof the following:     “(a) (i) The Borrower shall pay to the applicable Lenders, through theAdministrative Agent, on the dates set forth below, or if any such date is not aBusiness Day, on the next preceding Business Day (each such date being called a“Repayment Date”), a principal amount of the US$ Term Loans (as adjustedfrom time to time pursuant to Sections 2.1l(c), 2.12, 2.13(e) and 2.23(d)) ofeach such Lender, which shall be in an amount equal to such Lender’s US$ TermPercentage multiplied by the amount set forth below opposite such installment(together in each case with accrued and unpaid interest on the principal amountto 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 theAdministrative Agent, on the dates set forth below, or if any such date is not aBusiness Day, on the next preceding Repayment Date, a principal amount of theEuro 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 amountequal to such Lender’s Euro Term Percentage multiplied by the amount set forthbelow opposite such installment (together in each case with accrued and unpaidinterest on the principal amount to be paid to but excluding the date of suchpayment):     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) inits entirety and substituting in lieu thereof the following:     “(c) No later than 90 days after the end of each fiscal year of theBorrower, the Borrower shall prepay outstanding Term Loans in accordance withSection 2.13(e) in an aggregate principal amount equal to (x) with respect toeach fiscal year ended on or before December 29, 2007, 75% of Excess Cash Flowfor the fiscal year then ended and (y) with respect to each fiscal yearthereafter, 50% of Excess Cash Flow for the fiscal year then ended;provided, however, that, with respect to clause (y) above (but notclause (x)), (A) in the event the Leverage Ratio at the end of any such fiscalyear was equal to or less than 3.75 to 1.00 and greater than 3.25 to 1.00, thensuch amount shall be reduced to 25% of such Excess Cash Flow and (B) in theevent the Leverage Ratio at the end of any such fiscal year was equal to or lessthan 3.25 to 1.00, no such prepayment shall be required.”

 

5          SECTION5. Amendment to Article II [The Credits]. ArticleII of the Credit Agreement is hereby amended by inserting the followingnew Sections in appropriate numerical order:     “SECTION 2.24. Pricing Increase Upon a Ratings ReductionEvent. Notwithstanding anything set forth herein to thecontrary, it is understood and agreed that the interest rateotherwise applicable to any Loan hereunder shall be increased by(a) 0.25% per annum, for so long as either a Moody’s RatingsReduction Event or an S&P Ratings Reduction Event has occurred andis continuing or (b) 0.50% per annum, for so long as both aMoody’s Ratings Reduction Event and an S&P Ratings Reduction Eventhas occurred and is continuing.     SECTION 2.25. Prepayment Fees. In the event that, onor before December 13, 2007 (x) any prepayment of the Term Loansis made pursuant to Section 2.13(d) or (y) the Borrower optionallyprepays the Term Loans with the proceeds from an incurrence ofIndebtedness, the Borrower shall pay to each Term Lender a fee inan amount equal to the product of (a) 1.00% and (b) the principalamount of the Term Loans of such Lender so prepaid.”          SECTION 6. Amendment to Section 6.4 [Investments, Loans andAdvances]. Section 6.4 of the Credit Agreement is hereby amended by(i) deleting the first two lines set forth in clause (c) thereofimmediately prior to the first proviso therein and substituting in lieuthereof the language: “loans or advances made by the Borrower or anySubsidiary to the Borrower or any other Subsidiary”, (ii) deleting the“,” at the end of clause (c)(i) and substituting in lieu thereof theword “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 ishereby amended by deleting clauses (a)(iii) through (a)(vii) thereof intheir entirety and substituting in lieu thereof the following:          "(iii) [RESERVED];     (iv) the Borrower and Holdings may make Restricted Paymentsto Holdings and/or Parent (x) the proceeds of which shall beapplied by Holdings and/or Parent to pay out of pocket generalcorporate and overhead expenses incurred by Holdings and/or Parentnot to exceed $2,500,000 during any fiscal year of the Borrowerand (y) in the form of Tax Payments, to the extent directlyattributable to (or arising as a result of) the operations of theBorrower and the Subsidiaries; provided, however,that (A) the amount of such dividends shall not exceed the amountthat the Borrower and the Subsidiaries would be required to pay inrespect of Federal, State and local taxes were the Borrower andthe Subsidiaries to pay such taxes as stand-alone taxpayers, (B)all Restricted Payments made to Holdings and/or Parent pursuant tothis clause (iv) are used by Holdings and/or Parent for thepurposes specified herein within 20 days of the receipt thereofand (C) in the case of any Restricted Payment made to Holdingspursuant to this clause (iv), Holdings owns, beneficially and ofrecord, 100% of the issued and outstanding Equity Interests of theBorrower at the time of such Restricted Payment;     (v) in addition to the foregoing Restricted Payments and solong as no Default or Event of Default shall have occurred and becontinuing or would result therefrom, the Borrower may makeadditional Restricted Payments to Holdings the proceeds of whichmay be utilized by Holdings to make additional RestrictedPayments, in an aggregate amount not to exceed 100% of CumulativeExcess Cash Flow that is Not Otherwise Applied if the LeverageRatio as of the last day of any period of four fiscal quartersending on or after April 4, 2009 (after giving pro forma effect tosuch additional Restricted Payments) was less than 3.25 to 1.00;provided, that, for the avoidance

 

6of doubt, no Restricted Payments may be made under this Section6.6(a)(v) on or before April 4, 2009;     (vi) [RESERVED]; and     (vii) Holdings, the Borrower and its Subsidiaries may makeadditional Restricted Payments not in excess of $5,000,000 in theaggregate so long as no Default or Event of Default shall haveoccurred and be continuing or would result therefrom.”          SECTION8. Amendment to Section 6.11 [Interest CoverageRatio]. Section 6.11 of the Credit Agreement is hereby amended bydeleting the table set forth therein in its entirety and substitutingin 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 LeverageRatio]. Section 6.12 of the Credit Agreement is hereby amended bydeleting the table set forth therein in its entirety and substituting inlieu 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 ofthe Credit Agreement is hereby amended by inserting the following new Section inappropriate numerical order:     “SECTION 9.20. Testing of Financial Covenants.Notwithstanding anything to the contrary contained herein, it is herebyunderstood and agreed that each of the Leverage Ratio and the Interest CoverageRatio shall, in addition to the dates on which this Agreement otherwise setsforth for the calculation of such financial covenants, be tested on January 4,2009; provided, that (i) for the purposes of calculating the LeverageRatio and the Interest Coverage Ratio as of such date, Consolidated EBITDA shallbe calculated based on the four fiscal quarters of the Borrower ending September27, 2008, (ii) for the purpose of calculating the Leverage Ratio as of suchdate, total Indebtedness of the Borrower and its Subsidiaries shall becalculated as of January 4, 2009, (iii) for the purpose of calculating theInterest Coverage Ratio as of such date, Consolidated Interest Expense shall becalculated based on the four fiscal quarters of the Borrower ending September27,2008, (iv) on or before January 5, 2009, a Financial Officer of the Borrowershall deliver a certificate setting forth computations in reasonable detailsatisfactory to the Administrative Agent demonstrating compliance with suchfinancial covenants, and (v) for the avoidance of doubt, there shall be noDefault or Event of Default with respect to any noncompliance with the LeverageRatio and the Interest Coverage Ratio being tested pursuant to this Section 9.20until on or after January 4, 2009.”          SECTION 11. Conditions to Effectiveness of Amendment. The amendments setforth herein shall be effective on the date on which all of the following conditionsprecedent have been satisfied or waived:     (i) the Administrative Agent (or its counsel) shall have received acounterpart of this Amendment, executed and delivered by a duly authorizedofficer of each of (A) Holdings, (B) the Borrower and (C) the RequiredLenders;     (ii) the Administrative Agent shall have received, for the account ofeach Lender executing this Amendment on or prior to December 13, 2005, anamendment fee in an amount equal to 0.25% of the sum of (i) such executingLender’s Term Loans then outstanding and (ii) such executing Lender’s RevolvingCredit Commitment then in effect;     (iii) the Borrower shall have paid all fees and expenses of theAdministrative Agent, including (i) fees separately agreed between theBorrower and the Administrative Agent and (ii) the reasonable fees andexpenses of counsel to the Administrative Agent; and     (iv) after giving effect to the Amendment, no Default or Event ofDefault shall have occurred and be continuing.

 

8          SECTION 12. Representations and Warranties. Each of therepresentations and warranties made by each of Holdings and the Borrower inor pursuant to the Loan Documents shall be true and correct in all materialrespects 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 aspecific earlier date, in which case such representations and warrantieswere true and correct in all material respects as of such earlier date;provided, that each reference to the Credit Agreement therein shallbe deemed to be a reference to the Credit Agreement after giving effect tothis Amendment.          SECTION13. Effect on the Loan Documents. (a) Except asspecifically amended above, the Credit Agreement and all other LoanDocuments shall continue to be in full force and effect and are hereby inall respects ratified and confirmed.          (b) The execution, delivery and effectiveness of this Amendmentshall not operate as a waiver of any right, power or remedy of anyLender or the Administrative Agent under any of the Loan Documents, norconstitute a waiver of any provision of any of the Loan Documents.          SECTION 14. Expenses. Holdings and the Borrower agree to payor reimburse the Administrative Agent for all of its out-of-pocket costsand reasonable expenses incurred in connection with this Amendment, anyother documents prepared in connection herewith and the transactioncontemplated hereby, including, without limitation, the reasonable fees anddisbursements of counsel to the Administrative Agent.          SECTION 15. Affirmation of Guaranty and Credit Agreement. TheGuarantors hereby consent to this Amendment and hereby confirm, reaffirmand restate that their obligations under or in respect of the CreditAgreement and the documents related thereto to which they are a party areand shall remain in full force and effect after giving effect to theforegoing Amendment.          SECTION 16. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS ANDOBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.          SECTION 17. Execution in Counterparts. This Amendment may beexecuted by one or more of the parties to this Amendment on any number ofseparate counterparts, and all of said counterparts taken together shallbe deemed to constitute one and the same instrument.**[Remainder of page intentionally left blank.]**

 

      IN WITNESS WHEREOF, the parties hereto have caused this Amendmentto be duly executed and delivered by their respective proper and dulyauthorized officers as of the day and year first above written.      PP HOLDING CORPORATION