0001193125-08-013543 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • January 28th, 2008 • Momentive Performance Materials Worldwide Inc. • Industrial organic chemicals • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 20, 2007 among JUNIPER BOND HOLDINGS I LLC, a Delaware limited liability company, JUNIPER BOND HOLDINGS II LLC, a Delaware limited liability company, JUNIPER BOND HOLDINGS III LLC, a Delaware limited liability company, JUNIPER BOND HOLDINGS IV LLC, a Delaware limited liability company (each of the foregoing a “New Guarantor” and collectively the “New Guarantors”), each New Guarantor being a subsidiary of MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).

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OPERATING AGREEMENT OF JUNIPER BOND HOLDINGS III LLC
Operating Agreement • January 28th, 2008 • Momentive Performance Materials Worldwide Inc. • Industrial organic chemicals • Delaware

This OPERATING AGREEMENT (this “Agreement”) of Juniper Bond Holdings III LLC, a Delaware limited liability company (the “Company”), is made effective as of June 12, 2007, by Momentive Performance Materials Inc. (the “Member”).

OPERATING AGREEMENT OF JUNIPER BOND HOLDINGS I LLC
Operating Agreement • January 28th, 2008 • Momentive Performance Materials Worldwide Inc. • Industrial organic chemicals • Delaware

This OPERATING AGREEMENT (this “Agreement”) of Juniper Bond Holdings I LLC, a Delaware limited liability company (the “Company”), is made effective as of June 12, 2007, by Momentive Performance Materials Inc. (the “Member”).

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