Momentive Performance Materials Inc. Watch

from 8-K 30 pages 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 Trust Company, N.A., as Trustee and as Collateral Agent, Momentive Performance Materials Inc., and the Subsidiaries of Momentive Performance Materials Inc. Named Herein

from 8-K 47 pages 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 Performance Materials Inc., Momentive Performance Materials USA LLC and the Subsidiaries of Momentive Performance Materials Inc. Named Herein

from 10-Q 16 pages First Amendment (This “Amendment”) Dated as of May 12, 2014, Among Momentive Performance Materials Holdings Inc., a Delaware Corporation (“Holdings”), Momentive Performance Materials Inc., a Delaware Corporation (“Intermediate Holdings”), Momentive Performance Materials USA Inc., 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 Province of Nova Scotia, Canada (The “Canadian Borrower”; the Canadian Borrower, the Germany Silicone Borrower, the Germany Quartz Borrower and the U.S. Borrower, Each a “Borrower” and Collectively the “Borrowers”), the Lenders Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent for the Lenders (In Such Capacity, the “Administrative Agent”) Under the Amended and Restated Senior Secured Debtor-In-Possession and Exit Asset-Based Revolving Credit Agreement Dated as of April 15, 2014, Among Holdings, Intermediate Holdings, the Borrowers, the Lenders Party Thereto From Time to Time and the Agents, Arrangers and Bookrunners Party Thereto (The “Credit Agreement”)

from 8-K 20 pages Dip Financing Intercreditor Agreement

from 8-K 27 pages Guarantee Agreement Dated and Effective as of April 15, 2014 Among Momentive Performance Materials Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA Inc., Each of the Subsidiary Loan Parties Identified Herein, and Jpmorgan Chase Bank, N.A., as Administrative Agent

from 8-K 57 pages Collateral Agreement Dated and Effective as of April 15, 2014 Among Momentive Performance Materials Holdings Inc., Momentive Performance Materials Inc., Each Subsidiary Loan Party Party Hereto and Jpmorgan Chase Bank, N.A., as Collateral Agent

from 8-K 155 pages Senior Secured Debtor-In-Possession Term Loan Agreement Dated as of April 15, 2014, Among Momentive Performance Materials Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA Inc., as Borrower, the Lenders Party Hereto, Jpmorgan Chase Bank, N.A., as Administrative Agent, Citigroup Global Markets Inc. and Credit Suisse AG, as Syndication Agents and Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Ubs Securities LLC, as Documentation Agents J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Ubs Securities LLC, as Joint Lead Arrangers and Joint Bookrunners

from 8-K 276 pages Senior Secured Debtor-In-Possession and Exit Asset-Based Revolving Credit Agreement Dated as of April 15, 2014, Among Momentive Performance Materials Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA Inc., as U.S. Borrower, Momentive Performance Materials Gmbh, as Germany Silicone Borrower, Momentive Performance Materials Quartz Gmbh, as Germany Quartz Borrower, and Momentive Performance Materials Nova Scotia Ulc, as Canadian Borrower, the Lenders Party Hereto, Jpmorgan Chase Bank, N.A., as Administrative Agent, Citigroup Global Markets Inc. and Credit Suisse Securities AG, as Syndication Agents and Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Ubs Securities LLC, as Documentation Agents J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Ubs Securities LLC, as Joint Lead Arrangers and Joint Bookrunners

from 8-K 17 pages Waiver and Consent to Credit Agreement

from 8-K 17 pages Waiver, Dated as of April 11, 2014 (This “Waiver”), With Respect to the Asset-Based Revolving Credit Agreement Dated as of April 24, 2013 (As Amended, 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 Inc., 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 Province of Nova Scotia, Canada (The “Canadian Borrower”; the Canadian Borrower, the Germany Silicone Borrower, the Germany Quartz Borrower and the U.S. Borrower Each a “Borrower” and Collectively the “Borrowers”), the Lenders Party Thereto From Time to Time, Jpmorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Lenders and Jpmorgan Chase Bank, N.A., Citigroup Global Markets Inc., Credit Suisse AG, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, and Ubs Securities LLC, as Documentation Agents. Whereas Pursuant to the Credit Agreement, the Lenders Have Agreed to Make Certain Loans and Other Financial Accommodations to the Borrowers; and Whereas the Borrowers Have Requested That the Credit Agreement Be Waived and Amended in the Manner Provided for in This Waiver, and the Required Lenders Are Willing to Agree to Such Waiver and Amendment as Provided for in This Waiver; Now, Therefore, in Consideration of the Premises and Mutual Covenants Contained Herein the Parties Hereto Hereby Agree as Follows

from 8-K 255 pages Asset-Based Revolving Credit Agreement Dated as of April 24, 2013, Among Momentive Performance Materials Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA Inc., as U.S. Borrower, Momentive Performance Materials Gmbh, as Germany Silicone Borrower, Momentive Performance Materials Quartz Gmbh, as Germany Quartz Borrower, and Momentive Performance Materials Nova Scotia Ulc, as Canadian Borrower, the Lenders Party Hereto, Jpmorgan Chase Bank, N.A., as Administrative Agent, and Jpmorgan Chase Bank, N.A., Citigroup Global Markets Inc., Credit Suisse AG, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Ubs Securities LLC, as Documentation Agents J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Ubs Securities LLC, as Joint Lead Arrangers and Joint Bookrunners

from 8-K 56 pages Abl Intercreditor Agreement Dated as of April 24, 2013 Among Jpmorgan Chase Bank, N.A., as Abl Facility Collateral Agent, Jpmorgan Chase Bank, N.A., as Applicable First-Lien Agent, Jpmorgan Chase Bank, N.A., as First-Lien Collateral Agent, Momentive Performance Materials Holdings Inc., Momentive Performance Materials Inc., Momentive Performance Materials USA Inc. and the Subsidiaries of Momentive Performance Materials Inc. Named Herein

from 8-K 50 pages Collateral Agreement Dated and Effective as of April 24, 2013 Among Momentive Performance Materials Holdings Inc., Momentive Performance Materials Inc., Each Subsidiary Loan Party Party Hereto and Jpmorgan Chase Bank, N.A., as Collateral Agent

from 8-K 64 pages Amendment No. 1 to Amended and Restated Credit Agreement

from 8-K 35 pages Joinder and Supplement to Intercreditor Agreement

from 8-K 28 pages Intercreditor Agreement

from 8-K 32 pages 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., as the Initial Other Authorized Representative, and Each Additional Authorized Representative From Time to Time Party Hereto

from 8-K 8 pages Joinder and Supplement to Intercreditor Agreement

from 8-K 26 pages Intercreditor Agreement

from 8-K/A 224 pages Amendment Agreement to Credit Agreement