0000898822-09-000344 Sample Contracts

Contract
Momentive Performance Materials Inc. • June 12th, 2009 • Industrial organic chemicals • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of May 27, 2009 by and among MOMENTIVE PERFORMANCE MATERIALS INC., a corporation duly organized and existing under the laws of the State of Delaware and having its principal office at 22 Corporate Woods Blvd., 2nd Fl, Albany, NY 1221 (the "Company"), WELLS FARGO BANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, having a corporate trust office at 45 Broadway, 14th floor, New York, NY 10006 (the "Resigning Trustee") and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 222 Berkeley Street, 2nd Floor, Boston, MA 02116 (the "Successor Trustee").

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