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.
ContractReaffirmation Agreement • April 17th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
REAFFIRMATION AGREEMENT (this “Agreement”), dated as of April 15, 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”), each other Subsidiary of Holdings identified on the signature pages hereto (each, a “Subsidiary
DIP FINANCING INTERCREDITOR AGREEMENTDip Financing Intercreditor Agreement • April 17th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This DIP FINANCING INTERCREDITOR AGREEMENT (this “Agreement”) dated as of April 15, 2014 is among (i) JPMORGAN CHASE BANK, N.A., as administrative and collateral agent for the ABL Secured Parties referred to herein (in such capacity, the “ABL Agent”), (ii) JPMORGAN CHASE BANK, N.A., as administrative and collateral agent for the Term Loan Secured Parties referred to herein (in such capacity, the “Term Loan Agent”, and together with the ABL Agent, the “DIP Agents”) and (iii) MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC. and each of its subsidiaries signatory hereto (collectively, the “Grantors”).
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
GUARANTEE AGREEMENT dated and effective as of April 15, 2014 among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., MOMENTIVE PERFORMANCE MATERIALS INC., MOMENTIVE PERFORMANCE MATERIALS USA INC., each of the Subsidiary Loan Parties identified herein,...Guarantee Agreement • April 17th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals
This GUARANTEE 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”), MOMENTIVE PERFORMANCE MATERIALS USA INC., a Delaware corporation (the “Borrower”), each other Subsidiary of Intermediate Holdings identified herein as a party and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent and collateral agent (together with its successors and assigns, in such capacity, the “Administrative Agent”) for the Secured Parties (as defined below).
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
SENIOR SECURED DEBTOR-IN-POSSESSION TERM LOAN AGREEMENT dated as of April 15, 2014, among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., MOMENTIVE PERFORMANCE MATERIALS INC., MOMENTIVE PERFORMANCE MATERIALS USA INC., as Borrower, THE LENDERS PARTY...Possession Term Loan Agreement • April 17th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
SENIOR SECURED DEBTOR-IN-POSSESSION TERM LOAN 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 “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the Lenders, CITIGROUP GLOBAL MARKETS INC. and CREDIT SUISSE AG, as Syndication Agents, and DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA and UBS SECURITIES LLC, as Documentation Agents.
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • April 17th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
Reference is made to: (i) the credit facility provided for by that certain Asset-Based Revolving Credit Agreement, dated as of April 24, 2013 (the “ABL Facility”), among Momentive Performance Materials Holdings Inc. (“MPM Holdings”), Momentive Performance Materials Inc. (“MPM”), Momentive Performance Materials USA Inc., as U.S. Borrower, Momentive Performance Materials GMBH, as Germany Silicone Borrower, Momentive Performance Materials Quartz GMBH as Germany Quartz Borrower, Momentive Performance Materials Nova Scotia ULC, as Canadian Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, as further amended, supplemented or otherwise modified, together with ancillary documents; (ii) the credit facility provided for by that certain Second Amended and Restated Credit Agreement (the “Cash Flow Facility”), dated as of April 24, 2013, among MPM Holdings, MPM, Momentive Performance Materials USA Inc., as U.S. Borrower, Momentive Performance Materials GMB
