September 14, 2014 Uses in Amendment Clause

Amendment from Amendment to Restructuring Support Agreement

This EIGHTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this Eighth Amendment) is made and entered into as of June 21, 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 Eighth Amendment 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, the Suppo

Amendment. Sections 2.1(e), (g) and 2.1(h) of the Support Agreement are hereby deleted in their entirety and replaced as set forth below: 2.1 Noteholder Termination Events. (e) 11:59 p.m. (prevailing New York City time) on June 24, 2014, unless prior thereto the Bankruptcy Court has entered a final order, in form and substance mutually satisfactory to the Company and the Requisite Investors, authorizing and approving (i) this Support Agreement and its assumption by the Company, (ii) the Backstop Commitment Agreement and (iii) procedures with respect to the Rights Offering; (g) 11:59 p.m. (prevailing New York City time) on the date that is set by the Bankruptcy Court as the deadline for ballots to be received in connection with voting to accept or reject the Plan, unless prior thereto the Requisite Investors, MSC and the Company (or counsel acting on their behalf) have agreed in writing to the form of the amendment to the SSA, as set forth in the Term Sheet; (h) 11:59 p.m. (prevailing New York City time) on September 14, 2014, unless prior thereto the Bankruptcy Court has entered a final order, in form and substance mutually satisfactory to the Company and the Requisite Investors, approving the Plan (the Confirmation Order);