MPM Silicones, LLC Sample Contracts

€275,000,000 9% Senior Notes due 2014 REGISTRATION RIGHTS AGREEMENT by and among Momentive Performance Materials Inc. the subsidiaries of Momentive Performance Materials Inc. parties hereto and GE Corporate Finance Bank SAS UBS Limited ABN AMRO...
Registration Rights Agreement • September 14th, 2007 • MPM Silicones, LLC • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 4, 2006, 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., GE Capital Markets, Inc., UBS Securities LLC, ABN AMRO Incorporated, Barclays Capital Inc., Mizuho International PLC and RBC Capital Markets Corporation (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the €275,000,000 9% Senior Notes due 2014 (the “Initial Notes”) issued by the Company and fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees thereof are herein collectively referred to as the “Initial Securities”.

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MOMENTIVE PERFORMANCE MATERIALS INC. and the Guarantors named herein 9% Senior Notes due 2014
Indenture • September 14th, 2007 • MPM Silicones, LLC • New York

INDENTURE dated as of December 4, 2006 among Momentive Performance Materials Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

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Contract
Employment Agreement • September 14th, 2007 • MPM Silicones, LLC • Delaware

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 19, 2007, between MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (the “Company”) and WAYNE HEWETT (the “Executive”).

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CREDIT AGREEMENT dated as of December 4, 2006, among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., MOMENTIVE PERFORMANCE MATERIALS INC., MOMENTIVE PERFORMANCE MATERIALS USA INC., as U.S. Borrower, and BLITZ 06-103 GMBH, as German Borrower, THE...
Credit Agreement • September 14th, 2007 • MPM Silicones, LLC • New York

CREDIT AGREEMENT dated as of December 4, 2006 (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”), 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 GENERAL ELECTRIC CAPITAL CORPORATION and UBS SECURITIES LLC, as co-syndication agents (in such capacities, the “Syndication Agents”).

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AMENDED AND RESTATED OPERATING AGREEMENT OF MPM SILICONES, LLC A NEW YORK LIMITED LIABILITY COMPANY
Operating Agreement • September 14th, 2007 • MPM Silicones, LLC • New York

THIS AMENDED AND RESTATED OPERATING AGREEMENT of MPM SILICONES, LLC (the “Company”), a limited liability company organized pursuant to the New York State Limited Liability Company Law, is entered into and shall be dated and effective as of the Effective Date, by and among the Company and the persons executing this Agreement as Members.

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement And • September 14th, 2007 • MPM Silicones, LLC • Delaware

This Separation Agreement and General Release (the “Separation Agreement and General Release”) is made and entered into as of the 7th day of June, 2007 by and among Wayne Hewett (hereinafter referred to as the “Executive”) and MOMENTIVE PERFORMANCE MATERIALS, INC., a Delaware corporation (the “Company”) and for purposes of Section 4 of this Agreement, MOMENTIVE PERFORMANCE MATERIALS HOLDING INC. (“Holdings”). Capitalized terms used and not defined herein shall have the meaning as provided in the Employment Agreement (as defined below).

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GUARANTEE AGREEMENT dated and effective as of December 4, 2006 among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., MOMENTIVE PERFORMANCE MATERIALS INC. MOMENTIVE PERFORMANCE MATERIALS USA INC., BLITZ 06-103 GMBH, each of the Subsidiary Loan Parties...
Guarantee Agreement • September 14th, 2007 • MPM Silicones, LLC • New York

GUARANTEE AGREEMENT dated and effective as of December 4, 2006 (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”), BLITZ 06-103 GMBH, a company organized under the laws of Germany (the “German Borrower” and together with the U.S. Borrower, the “Borrowers”), each Subsidiary of Intermediate Holdings identified herein as a party and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Secured Parties (as defined below).

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NON QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of February 28, 2007, between MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (the “Company”), and the Optionee set forth on the signature page to this Agreement...
Non Qualified Stock Option Agreement • September 14th, 2007 • MPM Silicones, LLC • Delaware

WHEREAS, the Optionee purchased shares of the Company’s common stock pursuant to a subscription agreement dated February 28, 2007 (the “Subscription Agreement”) and in connection therewith, became a party to the Amended and Restated Securityholders Agreement relating to the Company, by and among the Company and certain of its securityholders, dated as of December 3, 2006, as the same may be amended from time to time (the “Securityholders Agreement”), or an adoption agreement thereto in the form attached as Exhibit A thereto (an “Adoption Agreement”);

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Contract
Amendment • September 14th, 2007 • MPM Silicones, LLC

This AMENDMENT (this “Amendment”) dated as of December 3, 2006, to the STOCK AND ASSET PURCHASE AGREEMENT dated as of September 14, 2006 between GENERAL ELECTRIC COMPANY, a New York corporation (“GE”), and MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (formerly known as Nautilus Holdings Acquisition Corp.) (the “Acquiror”).

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Contract
Management Fee Agreement • September 14th, 2007 • MPM Silicones, LLC • New York

MANAGEMENT FEE AGREEMENT, dated as of December 14, 2006, by and among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (the “Company”), APOLLO MANAGEMENT VI, L.P., a Delaware limited partnership (“Apollo Management”), and APOLLO ALTERNATIVE ASSETS, L.P., a Delaware limited partnership (“Apollo Alternative”).

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Contract
Subscription Agreement • September 14th, 2007 • MPM Silicones, LLC • Delaware

SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 28, 2007, between MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (formerly known as Nautilus Holdings Acquisition Corp.) (the “Company”), and [•] (“Investor”).

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STOCK AND ASSET PURCHASE AGREEMENT dated as of September 14, 2006 between GENERAL ELECTRIC COMPANY and NAUTILUS HOLDINGS ACQUISITION CORP.
Stock and Asset Purchase Agreement • September 14th, 2007 • MPM Silicones, LLC

This STOCK AND ASSET PURCHASE AGREEMENT, dated September 14, 2006, is made between GENERAL ELECTRIC COMPANY, a New York corporation (“GE”), and NAUTILUS HOLDINGS ACQUISITION CORP, a Delaware corporation (the “Acquiror”).

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AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC. and the other HOLDERS that are parties hereto DATED AS OF MARCH 5, 2007
Securityholders Agreement • September 14th, 2007 • MPM Silicones, LLC • Delaware

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of March 5, 2007 (this “Agreement”), by and among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (the “Company”), and the HOLDERS that are parties hereto.

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LAND LEASE AGREEMENT (Grundstücks-und Gebäudenutzungsvertag) between Bayer AG - hereinafter referred to as BAYER - and GE Bayer SILICONES GmbH & Co. KG - hereinafter referred to as the Company - WHEREAS
Land Lease Agreement • September 14th, 2007 • MPM Silicones, LLC

BAYER maintains, as a separate operation within its Inorganics Business Group, a Silicones Business Unit that operates, among other things, a plant on BAYER’s site in Leverkusen. The Silicones Business Unit will become part of the Company pursuant to the Foundation Agreement between Bayer AG and General Electric Company dated April 1, 1998, as amended, and the other Transaction Documents contemplated thereby, including the Service and Supply Agreement and Environmental Agreement BAYER wishes to make certain areas on its Leverkusen site, including, without limitation, the buildings thereon currently belonging to the Silicones Business Unit, and certain additional areas and buildings, as defined hereafter, available to the Company under the terms and conditions of this lease agreement (“Lease Agreement”).

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