Momentive Performance Materials South America Inc. Watch

from S-4 3 pages This Amendment (This “Amendment”) Dated as of December 3, 2006, to the Stock and Asset Purchase Agreement Dated as of September 14, 2006 Between General Electric Company, a New York Corporation (“Ge”), and Momentive Performance Materials Holdings Inc., a Delaware Corporation (Formerly Known as Nautilus Holdings Acquisition Corp.) (The “Acquiror”). Whereas (A) Ge and the Acquiror Entered Into a Stock and Asset Purchase Agreement Dated as of September 14, 2006 (The “Original Agreement”); (B) Section 11.09 of the Original Agreement Provides for the Amendment of the Original Agreement in Accordance With the Terms Set Forth Therein; And

from S-4 98 pages Stock and Asset Purchase Agreement Dated as of September 14, 2006 Between General Electric Company and Nautilus Holdings Acquisition Corp