INTERCREDITOR AGREEMENT dated as of October 24, 2014 among JPMORGAN CHASE BANK, N.A., as ABL Credit Agreement Agent and as Intercreditor Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as First-Lien Notes Agent, THE BANK OF NEW YORK MELLON...Intercreditor Agreement • October 28th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
INTERCREDITOR AGREEMENT dated as of October 24, 2014, among JPMORGAN CHASE BANK, N.A. (“JPMCB”), as ABL Credit Agreement Agent and as Intercreditor Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as First-Lien Notes 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”), and each Subsidiary of the Company listed on Schedule I hereto.
FIRST LIEN COLLATERAL AGREEMENT dated and effective as of October 24, 2014 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 AgentCollateral Agreement • October 28th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent on the ABL Priority Collateral pursuant to this Agreement are expressly subject and subordinate to the liens and security interests on the ABL Priority Collateral granted to the ABL Facility Collateral Agent and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of (x) the ABL Intercreditor Agreement and (y) any first-lien intercreditor agreement that may be entered into after the date hereof with respect to different Series of Obligations. In the event of any conflict between the terms of the ABL Intercreditor Agreement or any such first-lien intercreditor agreement and the terms of this Agreement, the terms of the ABL Intercreditor Agreement or any such first-lien intercreditor agreement, as applicable, shall govern.
ABL INTERCREDITOR AGREEMENT dated as of October 24, 2014 among JPMORGAN CHASE BANK, N.A., as ABL Facility Collateral Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Applicable First-Lien Agent and First-Lien Collateral Agent, MOMENTIVE...Abl Intercreditor Agreement • October 28th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This ABL INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 24, 2014, is among JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the ABL Facility Secured Parties referred to herein (together with its successors or co-agents in substantially the same capacity as may from time to time be appointed, the “ABL Facility Collateral Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Applicable First-Lien Agent and collateral agent for the First-Lien Secured Parties (together with its successors and co-agents in substantially the same capacity as may from time to time be appointed, the “First-Lien Collateral Agent”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (the “Company”), MOMENTIVE PERFORMANCE MATERIALS USA LLC (f/k/a Momentive Performance Materials USA Inc.), a Delaware corporation, the other Subsidiaries of the Company party hereto, each Other Firs
SECOND AMENDED AND RESTATED SHARED SERVICES AGREEMENT by and among MOMENTIVE SPECIALTY CHEMICALS INC., MOMENTIVE PERFORMANCE MATERIALS INC., and the other Persons party hereto Dated as of October 24, 2014Shared Services Agreement • October 28th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
This Second Amended and Restated Shared Services Agreement is dated as of October 24, 2014 and is made and entered into by and among Momentive Specialty Chemicals Inc., a New Jersey corporation (together with its subsidiaries, either referred to as a “Service Provider” or “Recipient” of a specific Service or “MSC”), Momentive Performance Materials Inc., a Delaware corporation (“MPM Inc.”), and those direct or indirect subsidiaries of MPM Inc. that are set forth on the signature pages hereto (collectively, either referred to as a “Service Provider” or “Recipient” of a specific Service or “MPM”). Capitalized terms have the meanings set forth in Article I.
MOMENTIVE PERFORMANCE MATERIALS INC., as Company, EACH OF THE NOTE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and as Collateral Agent $1,100,000,000 3.88% First-Priority Senior Secured Notes due 2021...Indenture • October 28th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
INDENTURE dated as of October 24, 2014 among Momentive Performance Materials Inc., a Delaware corporation (the “Company”), the Note Guarantors party hereto, The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent.
SECOND LIEN COLLATERAL AGREEMENT dated and effective as of October 24, 2014 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 AgentSecond Lien Collateral Agreement • October 28th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
rights and obligations of a Secured Party thereunder and bound by all the provisions thereof as fully as if it had been a Secured Party on the effective date of the Collateral Agreement.
WAIVERWaiver • October 28th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
WAIVER, dated as of October 24, 2014 (this “Waiver”), with respect to the AMENDED AND RESTATED SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT ASSET-BASED REVOLVING CREDIT AGREEMENT dated as of April 15, 2014 (as amended by the First Amendment, dated as of May 12, 2014, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (“Holdings”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (“Intermediate Holdings”), MOMENTIVE PERFORMANCE MATERIALS USA LLC, a Delaware corporation (the “U.S. Borrower”), MOMENTIVE PERFORMANCE MATERIALS GMBH, a company organized under the laws of Germany (the “Germany Silicone Borrower”), MOMENTIVE PERFORMANCE MATERIALS QUARTZ GMBH, a company organized under the laws of Germany (the “Germany Quartz Borrower”), MOMENTIVE PERFORMANCE MATERIALS NOVA SCOTIA ULC, an unlimited company incorporated under the laws of the Provin
MOMENTIVE PERFORMANCE MATERIALS INC., as Company, EACH OF THE NOTE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and as Collateral Agent $250,000,000 4.69% Second-Priority Senior Secured Notes due 2022...Indenture • October 28th, 2014 • Momentive Performance Materials Inc. • Industrial organic chemicals • New York
INDENTURE dated as of October 24, 2014 among Momentive Performance Materials Inc., a Delaware corporation (the “Company”), the Note Guarantors party hereto, The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent.
