ESCROW AGREEMENTEscrow Agreement • October 26th, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
ESCROW AGREEMENT (this “Agreement”), dated as of October 25, 2012, among The Bank of New York Mellon Trust Company, N.A., as escrow agent and securities intermediary (in such capacities, the “Escrow Agent”), The Bank of New York Mellon Trust Company, N.A., as Trustee (in such capacity, the “Trustee”) under the Indenture (as defined herein), and MPM Escrow LLC, a Delaware limited liability company, and MPM Finance Escrow Corp., a Delaware corporation (each an “Issuer” and together the “Issuers”).
MPM ESCROW LLC and MPM FINANCE ESCROW CORP. as Escrow Issuers and MPM TOPCO LLC as Note Guarantor $1,100,000,000 8.875% First-Priority Senior Secured Notes due 2020 INDENTURE Dated as of October 25, 2012 THE BANK OF NEW YORK MELLON TRUST COMPANY,...Supplemental Indenture • October 26th, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
INDENTURE dated as of October 25, 2012 among MPM Escrow LLC, a Delaware limited liability company, MPM Finance Escrow Corp., a Delaware corporation (together, the “Escrow Issuers” or the “Issuer,” provided, that, for the purposes of this Indenture, prior to the consummation of the MPM Assumption (as defined below), references to the “Issuer” shall refer to both Escrow Issuers and after consummation of the MPM Assumption, references to the “Issuer” refer only to Momentive Performance Materials Inc.), MPM TopCo LLC, a Delaware limited liability company and an indirect parent of Momentive Performance Materials Inc. (the “Note Guarantor”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
