MOMENTIVE PERFORMANCE MATERIALS INC. and the Note Guarantors named herein $250,000,000 10% Senior Secured Notes due 2020 INDENTURE Dated as of May 25, 2012 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE AND COLLATERAL AGENTIndenture • June 1st, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
INDENTURE dated as of May 25, 2012 among Momentive Performance Materials Inc., a Delaware corporation (the “Company”), the Note Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
MOMENTIVE PERFORMANCE MATERIALS INC. and the Note Guarantors named herein $1,160,687,000 9.0% Second-Priority Springing Lien Notes due 2021 €150,000,000 9.5% Second-Priority Springing Lien Notes due 2021 INDENTURE Dated as of November 5, 2010 THE BANK...Indenture • November 12th, 2010 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
INDENTURE dated as of November 5, 2010 among Momentive Performance Materials Inc., a Delaware corporation (the “Company”), the Note Guarantors (as defined herein) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 15th, 2009 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
Intercreditor Agreement (this “Agreement”), dated as of June 15, 2009, among JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Representative”) for the First Priority Secured Parties (such term, and other capitalized terms used herein but not otherwise defined, having the meaning set forth in Section 1.1 below), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and collateral trustee (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties, MOMENTIVE PERFORMANCE MATERIALS INC. a Delaware corporation (“Intermediate Holdings”), MOMENTIVE PERFORMANCE MATERIALS USA INC., a Delaware corporation (the “U.S. Borrower”), and each of the other Loan Parties party hereto.
INTERCREDITOR AGREEMENT dated as of October 24, 2014 among JPMORGAN CHASE BANK, N.A., as ABL Credit Agreement Agent and as Intercreditor Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as First-Lien Notes Agent, THE BANK OF NEW YORK MELLON...Intercreditor Agreement • October 28th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
INTERCREDITOR AGREEMENT dated as of October 24, 2014, among JPMORGAN CHASE BANK, N.A. (“JPMCB”), as ABL Credit Agreement Agent and as Intercreditor Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as First-Lien Notes Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and as Collateral Agent, MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (the “Company”), and each Subsidiary of the Company listed on Schedule I hereto.
MOMENTIVE PERFORMANCE MATERIALS INC. and the Guarantors named herein 12½% Second-Lien Senior Secured Notes due 2014 INDENTURE Dated as of June 15, 2009 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE AND COLLATERAL TRUSTEEIndenture • June 15th, 2009 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
INDENTURE dated as of June 15, 2009 among Momentive Performance Materials Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”) and collateral trustee (the “Collateral Trustee”).
AGREEMENT AND PLAN OF MERGER by and among MOM HOLDING COMPANY, MOM SPECIAL COMPANY and MPM HOLDINGS INC. Dated as of September 13, 2018Agreement and Plan of Merger • November 9th, 2018 • Momentive Performance Materials Inc. • Industrial organic chemicals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 13, 2018 (this “Agreement”), is by and among MOM Holding Company, a Delaware corporation (“Parent”), MOM Special Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MPM Holdings Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
ESCROW AGREEMENTEscrow Agreement • October 26th, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
ESCROW AGREEMENT (this “Agreement”), dated as of October 25, 2012, among The Bank of New York Mellon Trust Company, N.A., as escrow agent and securities intermediary (in such capacities, the “Escrow Agent”), The Bank of New York Mellon Trust Company, N.A., as Trustee (in such capacity, the “Trustee”) under the Indenture (as defined herein), and MPM Escrow LLC, a Delaware limited liability company, and MPM Finance Escrow Corp., a Delaware corporation (each an “Issuer” and together the “Issuers”).
MOMENTIVE PERFORMANCE MATERIALS INC. $250,000,000 10% Senior Secured Notes Due 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
Momentive Performance Materials Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC, BMO Capital Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC, UBS Securities LLC and Apollo Global Securities LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated May 17, 2012 among the Issuer, the Guarantors (as defined herein) and the Initial Purchasers (the “Purchase Agreement”), U.S. $250,000,000 principal amount of 10% Senior Secured Notes due 2020 of the Issuer (the “Initial Securities”). The Initial Securities will be issued pursuant to an indenture, dated as of the date hereof (the “Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Initial Securities will be
FIRST LIEN COLLATERAL AGREEMENT dated and effective as of October 24, 2014 among MOMENTIVE PERFORMANCE MATERIALS INC., as Issuer, each Subsidiary Guarantor party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral AgentCollateral Agreement • October 28th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent on the ABL Priority Collateral pursuant to this Agreement are expressly subject and subordinate to the liens and security interests on the ABL Priority Collateral granted to the ABL Facility Collateral Agent and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of (x) the ABL Intercreditor Agreement and (y) any first-lien intercreditor agreement that may be entered into after the date hereof with respect to different Series of Obligations. In the event of any conflict between the terms of the ABL Intercreditor Agreement or any such first-lien intercreditor agreement and the terms of this Agreement, the terms of the ABL Intercreditor Agreement or any such first-lien intercreditor agreement, as applicable, shall govern.
ABL INTERCREDITOR AGREEMENT dated as of October 24, 2014 among JPMORGAN CHASE BANK, N.A., as ABL Facility Collateral Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Applicable First-Lien Agent and First-Lien Collateral Agent, MOMENTIVE...Abl Intercreditor Agreement • October 28th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This ABL INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 24, 2014, is among JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the ABL Facility Secured Parties referred to herein (together with its successors or co-agents in substantially the same capacity as may from time to time be appointed, the “ABL Facility Collateral Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Applicable First-Lien Agent and collateral agent for the First-Lien Secured Parties (together with its successors and co-agents in substantially the same capacity as may from time to time be appointed, the “First-Lien Collateral Agent”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (the “Company”), MOMENTIVE PERFORMANCE MATERIALS USA LLC (f/k/a Momentive Performance Materials USA Inc.), a Delaware corporation, the other Subsidiaries of the Company party hereto, each Other Firs
COLLATERAL AGREEMENT dated and effective as of April 15, 2014 among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., MOMENTIVE PERFORMANCE MATERIALS INC., each Subsidiary Loan Party party hereto and JPMORGAN CHASE BANK, N.A., as Collateral AgentCollateral Agreement • April 17th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This COLLATERAL AGREEMENT, dated and effective as of April 15, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (“Holdings”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (“Intermediate Holdings”), each Subsidiary listed on Schedule I hereto and each Subsidiary that becomes a party hereto pursuant to Section 5.16 hereof (each, a “Subsidiary Loan Party”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties.
FIRST LIEN INTERCREDITOR AGREEMENT dated as of November 16, 2012 among JPMORGAN CHASE BANK, N.A., as Collateral Agent, JPMORGAN CHASE BANK, N.A., as Authorized Representative under the Credit Agreement, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,...Intercreditor Agreement • November 20th, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of November 16, 2012, is among JPMORGAN CHASE BANK, N.A., as collateral agent for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Collateral Agent”), JPMORGAN CHASE BANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”), and each additional Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity, as consented to by the Grantors in
MPM HOLDINGS INC. RESTRICTED STOCK UNIT GRANT CERTIFICATERestricted Stock Unit Grant Certificate • April 30th, 2018 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
THIS RESTRICTED STOCK UNIT GRANT CERTIFICATE (this “Agreement”), dated as of April 2, 2018 (the “Date of Grant”), is made by and between MPM Holdings Inc., a Delaware corporation (the “Company”), and [_______] (the “Grantee”).
SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT ASSET-BASED REVOLVING CREDIT AGREEMENT dated as of April 15, 2014, among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., MOMENTIVE PERFORMANCE MATERIALS INC., MOMENTIVE PERFORMANCE MATERIALS USA INC., as...Collateral Access Agreement • April 17th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
AMENDED AND RESTATED SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT ASSET-BASED REVOLVING CREDIT AGREEMENT dated as of April 15, 2014 (this “Agreement”), among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (“Holdings”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (“Intermediate Holdings”), MOMENTIVE PERFORMANCE MATERIALS USA INC., a Delaware corporation (the “U.S. Borrower”), MOMENTIVE PERFORMANCE MATERIALS GMBH, a company organized under the laws of Germany (the “Germany Silicone Borrower”), MOMENTIVE PERFORMANCE MATERIALS QUARTZ GMBH, a company organized under the laws of Germany (the “Germany Quartz Borrower”), MOMENTIVE PERFORMANCE MATERIALS NOVA SCOTIA ULC, an unlimited company incorporated under the laws of the Province of Nova Scotia, Canada (the “Canadian Borrower”; the Canadian Borrower, the Germany Silicone Borrower, the Germany Quartz Borrower and the U.S. Borrower each a “Borrower” and collectively the “Borrowers”), the LENDERS party h
RESTRICTED DEFERRED UNIT AWARD AGREEMENT OF MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLCRestricted Deferred Unit Award Agreement • March 6th, 2013 • Momentive Performance Materials Inc. • Industrial organic chemicals • Delaware
THIS AGREEMENT (the “Agreement”) is dated as of between MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC, a Delaware limited liability company (the “Company”), and the Participant set forth on the signature page to this Agreement (the “Participant”).
MASTER CONFIDENTIALITY AND JOINT DEVELOPMENT AGREEMENTMaster Confidentiality and Joint Development Agreement • March 17th, 2011 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This Master Confidentiality and Joint Development Agreement (“Agreement”) is by and between Momentive Specialty Chemicals Inc., with a principal place of business at 180 East Broad Street, Columbus, Ohio 43215 (“MSC”), and Momentive Performance Materials Inc., with a principal place of business at 22 Corporate Woods Boulevard, Albany, NY 12211 (“MPM”). The effective date of this Agreement is October 1, 2010 (“Effective Date”).
AMENDMENT AGREEMENT (this “Agreement”) dated as of January 31, 2011, among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (“Holdings”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (“Intermediate Holdings”),...Credit Agreement • February 14th, 2011 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 10, 2011 (this “Agreement”), among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (“Holdings”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (“Intermediate Holdings”), MOMENTIVE PERFORMANCE MATERIALS USA INC., a Delaware corporation (the “U.S. Borrower”), MOMENTIVE PERFORMANCE MATERIALS GMBH (formerly known as BLITZ 06-103 GMBH), a company organized under the laws of Germany (the “German Borrower”; the German Borrower and the U.S. Borrower each a “Borrower” and collectively the “Borrowers”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and J.P. MORGAN SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC. and MORGAN JOSEPH TRIARTISAN FINANCE LLC as joint lead arrangers.
AGREEMENT AND PLAN OF MERGER*Agreement and Plan of Merger • September 19th, 2018 • Momentive Performance Materials Inc. • Industrial organic chemicals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 13, 2018 (this “Agreement”), is by and among MOM Holding Company, a Delaware corporation (“Parent”), MOM Special Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MPM Holdings Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
SECOND AMENDED AND RESTATED SHARED SERVICES AGREEMENT by and among MOMENTIVE SPECIALTY CHEMICALS INC., MOMENTIVE PERFORMANCE MATERIALS INC., and the other Persons party hereto Dated as of October 24, 2014Shared Services Agreement • October 28th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This Second Amended and Restated Shared Services Agreement is dated as of October 24, 2014 and is made and entered into by and among Momentive Specialty Chemicals Inc., a New Jersey corporation (together with its subsidiaries, either referred to as a “Service Provider” or “Recipient” of a specific Service or “MSC”), Momentive Performance Materials Inc., a Delaware corporation (“MPM Inc.”), and those direct or indirect subsidiaries of MPM Inc. that are set forth on the signature pages hereto (collectively, either referred to as a “Service Provider” or “Recipient” of a specific Service or “MPM”). Capitalized terms have the meanings set forth in Article I.
UNIT OPTION AGREEMENT OF MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLCUnit Option Agreement • March 6th, 2013 • Momentive Performance Materials Inc. • Industrial organic chemicals • Delaware
THIS AGREEMENT (the “Agreement”), dated as of between MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC, a Delaware limited liability company (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).
200,000,000 12½% Second Lien Senior Secured Notes due 2014 REGISTRATION RIGHTS AGREEMENT by and among Momentive Performance Materials Inc. the subsidiaries of Momentive Performance Materials Inc. party hereto and Dated as of June 15, 2009 REGISTRATION...Registration Rights Agreement • June 15th, 2009 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 15, 2009, by and among Momentive Performance Materials Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule A hereto (collectively, the “Guarantors”), J.P. Morgan Securities Inc. (“JPMSI”), J.P. Morgan Securities Ltd. (“JPMSL”), UBS Securities LLC (“UBSSL”) and UBS Limited (together with JPMSI, JPMSL and UBSSL, the “Dealer Managers”). The Dealer Managers have agreed to act in such capacity in connection with the offers to exchange (the “Private Exchange Offers”) the Company’s new 12½% Second Lien Senior Secured Notes due 2014 (the “Initial Notes”) issued by the Company and fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) for the outstanding notes listed in the table shown on Schedule B hereto (collectively, the “Old Notes”). The Initial Notes and the Guarantees thereof are herein collectively referred to as the “Initial Securitie
FIRST AMENDMENT TO BACKSTOP COMMITMENT AGREEMENTBackstop Commitment Agreement • June 26th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals
This FIRST AMENDMENT TO BACKSTOP COMMITMENT AGREEMENT (this “Amendment”) is made and entered into as of June 21, 2014, by and among Momentive Performance Materials Holdings Inc. (as a debtor in possession and a reorganized debtor, as applicable, the “Company”) and Momentive Performance Materials Inc. (as a debtor in possession and a reorganized debtor, as applicable, “MPM”) on behalf of themselves and the other Debtors, on the one hand, and the undersigned Commitment Parties, on the other hand (collectively, the “Amending Commitment Parties” and, together with the Company and MPM, the “Amendment Parties”).
AMENDMENT NO. 2 to TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 9th, 2018 • Momentive Performance Materials Inc. • Industrial organic chemicals
AMENDMENT NO. 2 (this “Amendment”) to TRADEMARK LICENSE AGREEMENT dated December 3, 2006 (as amended through the date hereof, the “License Agreement”) by and among GE Monogram Licensing International (full legal entity name being Monogram Licensing International Inc.), a Delaware corporation (“Monogram”), Momentive Performance Materials Inc., a Delaware corporation (“Momentive”) and General Electric Company, a New York corporation (“GE”). This Amendment shall become effective as of the date of the last signature below.
MPM ASSUMPTION SUPPLEMENTAL INDENTUREMPM Assumption Supplemental Indenture • November 20th, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 16, 2012 among Momentive Performance Materials, Inc., a Delaware corporation (the “New Issuer”), the Subsidiaries of the New Issuer listed on the signature pages hereto (the “New Note Guarantors”) and The Bank of New York Mellon Trust Company, N.A. as trustee under the indenture referred to below (the “Trustee”).
ContractFirst Amendment • August 13th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
FIRST AMENDMENT (this “Amendment”) dated as of May 12, 2014, among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (“Holdings”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (“Intermediate Holdings”), MOMENTIVE PERFORMANCE MATERIALS USA INC., a Delaware corporation (the “U.S. Borrower”), MOMENTIVE PERFORMANCE MATERIALS GMBH, a company organized under the laws of Germany (the “Germany Silicone Borrower”), MOMENTIVE PERFORMANCE MATERIALS QUARTZ GMBH, a company organized under the laws of Germany (the “Germany Quartz Borrower”), MOMENTIVE PERFORMANCE MATERIALS NOVA SCOTIA ULC, an unlimited company incorporated under the laws of the Province of Nova Scotia, Canada (the “Canadian Borrower”; the Canadian Borrower, the Germany Silicone Borrower, the Germany Quartz Borrower and the U.S. Borrower, each a “Borrower” and collectively the “Borrowers”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capa
ContractReaffirmation Agreement • December 5th, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
SECOND INCREMENTAL FACILITY AMENDMENT (this “Amendment”) dated as of November 30, 2012, among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (“Holdings”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (“Intermediate Holdings”), MOMENTIVE PERFORMANCE MATERIALS USA INC., a Delaware corporation (the “U.S. Borrower”). MOMENTIVE PERFORMANCE MATERIALS GMBH, a company organized under the laws of Germany (the “German Borrower”; the German Borrower and the U.S. Borrower, each a “Borrower”, and, collectively, the “Borrowers”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) under the AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 10, 2011, among Holdings, Intermediate Holdings, the Borrowers, the Lenders party thereto from time to time and the agents, arrangers and bookrunners party thereto (such Amended and Restated Credit Agreement, as amended by the
WAIVER AND CONSENT TO CREDIT AGREEMENTWaiver And • April 15th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
WAIVER AND CONSENT (this “Waiver”), dated as of April 10, 2014, among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (“Holdings”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (“Intermediate Holdings”), MOMENTIVE PERFORMANCE MATERIALS USA INC., a Delaware corporation (the “U.S. Borrower”), MOMENTIVE PERFORMANCE MATERIALS GMBH (formerly known as BLITZ 06-103 GMBH), a company organized under the laws of Germany (the “German Borrower”), MOMENTIVE PERFORMANCE MATERIALS NOVA SCOTIA ULC, an unlimited company incorporated under the laws of the Province of Nova Scotia (Canada) (the “Canadian Borrower”, and, together with the U.S. Borrower and the German Borrower, the “Borrowers”), the Lenders party hereto (collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent under the Second Amended and Restated Credit Agreement, dated as of April 24, 2013, among Holdings, Inte
AMENDED AND RESTATED SHARED SERVICES AGREEMENT by and among MOMENTIVE SPECIALTY CHEMICALS INC., MOMENTIVE PERFORMANCE MATERIALS INC., and THE OTHER PERSONS PARTY HERETO Dated as of March 17, 2011Shared Services Agreement • March 17th, 2011 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This Amended and Restated Shared Services Agreement is dated as of March 17, 2011 and is made and entered into by and among Momentive Specialty Chemicals Inc. (formerly known as Hexion Specialty Chemicals, Inc.), a New Jersey corporation (together with its subsidiaries, either referred to as a “Service Provider” or “Recipient” of a specific Service or “MSC”), Momentive Performance Materials Inc., a Delaware corporation, and those direct or indirect subsidiaries of Momentive Performance Materials Inc. that are set forth on the signature pages hereto (collectively, either referred to as a “Service Provider” or “Recipient” of a specific Service or “MPM”). Capitalized terms have the meanings set forth in Article I.
QUARTZ SAND PRODUCTS PURCHASE AGREEMENTQuartz Sand Products Purchase Agreement • October 11th, 2007 • Momentive Performance Materials Inc. • Industrial organic chemicals • Ohio
This Agreement, effective the 15th day of February, 2005, by and between UNIMIN CORPORATION, a Delaware corporation having its principal office at 258 Elm Street, New Canaan, Connecticut 06840 (hereinafter called “Seller), and GE QUARTZ, INC., a Delaware corporation having its principal office at 22557 West Lunn Road, Strongsville, Ohio 44149 (hereinafter called “Buyer”).
TRANSITION SERVICES AGREEMENT dated as of December 3, 2006 between GENERAL ELECTRIC COMPANY and MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC.Transition Services Agreement • October 11th, 2007 • Momentive Performance Materials Inc. • Industrial organic chemicals
This Transition Services Agreement, dated as of December 3, 2006 (this “Agreement”), is made between General Electric Company, a New York corporation (“General Electric”) and Momentive Performance Materials Holdings Inc. (formerly Nautilus Holdings Acquisition Inc.), a Delaware corporation (“Momentive”).
CONFIDENTIAL September 29, 2010 Tony Colatrella Re: Separation Agreement and Release Dear Tony:Letter Agreement • September 29th, 2010 • Momentive Performance Materials Inc. • Industrial organic chemicals
This letter agreement (“Agreement”) formalizes our discussions regarding the terms and conditions of your separation from service with Momentive Performance Materials Inc. (“Momentive” or the “Company”)
FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • April 17th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of April 16, 2014 by each of Momentive Performance Materials Holdings Inc., Momentive Performance Materials Inc., and each of their direct and indirect domestic subsidiaries that are party hereto (all of the foregoing, collectively, the “Company”), the undersigned affiliates of Apollo Global Management, LLC (collectively, the “Apollo Entities”) and the holders of the Second Lien Notes that are not Apollo Entities that are from time to time party hereto (the “Consenting Noteholders” and, together with the Apollo Entities, the “Plan Support Parties,” as appropriate). Each party to this Support Agreement may be referred to as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Restructuring Support Agreement, dated as of April 13, 2014 (as amended, supplemented or otherwise modified, t
THIRD EXTENSION AND AMENDMENT TO QUARTZ SAND PRODUCTS PURCHASE AGREEMENTQuartz Sand Products Purchase Agreement • July 17th, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals
This Third Extension and Amendment to Quartz Sand Products Purchase Agreement, effective as of June 30, 2012 (the “Third Extension and Amendment”), by and between Unimin Corporation (“Seller”) and Momentive Performance Materials Quartz, Inc. (formerly known as GE Quartz, Inc.) (“Buyer”). Defined terms used herein and not otherwise defined herein shall have the meanings given such terms in the “Agreement” (as defined herein below).
INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENTIntellectual Property Cross License Agreement • October 11th, 2007 • Momentive Performance Materials Inc. • Industrial organic chemicals
THIS INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (“Agreement”) made this December 3, 2006 by and between General Electric Company, a New York corporation (“GE”), and Momentive Performance Materials Holdings Inc. (formerly Nautilus Holdings Acquisition Corp.), a Delaware corporation (“Acquiror”).
MPM HOLDINGS INC. NONQUALIFIED STOCK OPTION GRANT CERTIFICATENonqualified Stock Option Grant Certificate • March 30th, 2015 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
THIS NONQUALIFIED STOCK OPTION GRANT CERTIFICATE (this “Agreement”), dated as of [_______], 2015 (the “Date of Grant”), is made by and between MPM Holdings Inc., a Delaware corporation (the “Company”), and [_______] (the “Grantee”).
