MOMENTIVE PERFORMANCE MATERIALS INC. and the Note Guarantors named herein $250,000,000 10% Senior Secured Notes due 2020 INDENTURE Dated as of May 25, 2012 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE AND COLLATERAL AGENTIndenture • June 1st, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
INDENTURE dated as of May 25, 2012 among Momentive Performance Materials Inc., a Delaware corporation (the “Company”), the Note 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 agent (the “Collateral Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 1st, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
INTERCREDITOR AGREEMENT dated as of May 25, 2012, among JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Intercreditor Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and as Collateral Agent, MOMENTIVE PERFORMANCE MATERIALS INC. a Delaware corporation (the “Company”) MOMENTIVE PERFORMANCE MATERIALS USA INC., a Delaware corporation (the “U.S. Borrower”), and each Subsidiary of the Company listed on Schedule I hereto.
MOMENTIVE PERFORMANCE MATERIALS INC. $250,000,000 10% Senior Secured Notes Due 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
Momentive Performance Materials Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC, BMO Capital Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC, UBS Securities LLC and Apollo Global Securities LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated May 17, 2012 among the Issuer, the Guarantors (as defined herein) and the Initial Purchasers (the “Purchase Agreement”), U.S. $250,000,000 principal amount of 10% Senior Secured Notes due 2020 of the Issuer (the “Initial Securities”). The Initial Securities will be issued pursuant to an indenture, dated as of the date hereof (the “Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Initial Securities will be
JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTJoinder and Supplement to Intercreditor Agreement • June 1st, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This Joinder and Supplement to the Intercreditor Agreement (this “Agreement”), dated as of May 25, 2012 (the “Effective Date”), by and among (i) The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (the “New Trustee”) pursuant to that certain Indenture (the “New Indenture”) dated as of the date hereof among the Company, the New Trustee and each Subsidiary of the Company party thereto, pursuant to which the Company issued 10% senior secured notes due 2020 (the “New Notes”), (ii) JPMorgan Chase Bank, N.A., as First Priority Representative under the Intercreditor Agreement, (iii) The Bank of New York Mellon Trust Company, N.A., as Second Priority Representative under the Intercreditor Agreement, (iv) the Company and (v) each Subsidiary of Company listed on Schedule I hereto, has been entered into (A) to designate the New Indenture as an Additional First Priority Agreement and the Obligations in respect of the New Notes as First Priority Obligations, (B) to reco
