INTERCREDITOR AGREEMENTIntercreditor Agreement • November 20th, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
INTERCREDITOR AGREEMENT dated as of November 16, 2012, among JPMORGAN CHASE BANK, N.A. (“JPMCB”), as (i) Intercreditor Agent and (ii) Senior-Priority Agent for the Senior Lender Claims under the Credit Agreement, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Senior-Priority Agent for the Senior Lender Claims under the First Lien Notes Indenture, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Senior-Priority Agent for the Senior Lender Claims under the 1-1/2 Lien Notes Indenture, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee, Collateral Agent and Second-Priority Designated 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.
FIRST LIEN INTERCREDITOR AGREEMENT dated as of November 16, 2012 among JPMORGAN CHASE BANK, N.A., as Collateral Agent, JPMORGAN CHASE BANK, N.A., as Authorized Representative under the Credit Agreement, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,...First Lien Intercreditor Agreement • November 20th, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of November 16, 2012, is among JPMORGAN CHASE BANK, N.A., as collateral agent for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Collateral Agent”), JPMORGAN CHASE BANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”), and each additional Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity, as consented to by the Grantors in
MPM ASSUMPTION SUPPLEMENTAL INDENTURESupplemental Indenture • November 20th, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 16, 2012 among Momentive Performance Materials, Inc., a Delaware corporation (the “New Issuer”), the Subsidiaries of the New Issuer listed on the signature pages hereto (the “New Note Guarantors”) and The Bank of New York Mellon Trust Company, N.A. as trustee under the indenture referred to below (the “Trustee”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 20th, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of [ ], is among JPMORGAN CHASE BANK, N.A., as collateral agent for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Collateral Agent”), JPMORGAN CHASE BANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”), and each additional Authorized Representative from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity, as consented to by the Grantors in the Consent o
JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTJoinder and Supplement to Intercreditor Agreement • November 20th, 2012 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This Joinder and Supplement to the Intercreditor Agreement (this “Agreement”), dated as of November 16, 2012 (the “Effective Date”), by and among (i) The Bank of New York Mellon Trust Company, N.A., as trustee (the “New Trustee”) pursuant to that certain Indenture (the “New Indenture”) dated as of October 25, 2012 (as supplemented by the Supplemental 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 assumed 8.875% First-Priority Senior Secured Notes due 2020 (the “New Notes”), (ii) JPMorgan Chase Bank, N.A., as Intercreditor Agent under the Intercreditor Agreement, (iii) The Bank of New York Mellon Trust Company, N.A., as the Second-Priority Designated Agent and a Second-Priority Agent 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 Trustee as an additional Senior-Priori
