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.
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”).
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
COLLATERAL AGREEMENT dated and effective as of June 15, 2009 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 TrusteeCollateral Agreement • June 15th, 2009 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
The lien and security interest created by this Collateral Agreement on the property described herein is junior and subordinate, in accordance with the provisions of the Intercreditor Agreement dated as of June 15, 2009, among JPMorgan Chase Bank, N.A., as First Priority Representative, The Bank of New York Mellon Trust Company, N.A., as Second Priority Representative, Momentive Performance Materials Inc., Momentive Performance Materials USA Inc. and the other Loan Parties referred to therein, as amended from time to time, to the lien and security interest on such property created by any similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as administrative agent, and its successors and assigns, in such property.
