CREDIT AGREEMENT

Exhibit 10.1

$1,385,000,000

CREDIT AGREEMENT

dated as of December 4, 2006,

among

MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC.,

MOMENTIVE PERFORMANCE MATERIALS INC.,

MOMENTIVE PERFORMANCE MATERIALS USA INC.,

as U.S. Borrower,

and

BLITZ 06-103 GMBH,

as German Borrower,

THE LENDERS PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

GENERAL ELECTRIC CAPITAL CORPORATION

and

UBS SECURITIES LLC,

as Co-Syndication Agents

J.P. MORGAN SECURITIES INC.

GE CAPITAL MARKETS, INC.

and

UBS SECURITIES LLC,

as Joint Lead Bookrunning Managers

J.P. MORGAN SECURITIES INC.

GE CAPITAL MARKETS, INC.

and

UBS SECURITIES LLC,

as Co-Lead Arrangers

TABLE OF CONTENTS

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CREDIT AGREEMENT dated as of December 4, 2006 (this “ 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 ”), BLITZ 06-103 GMBH, a company organized under the laws of Germany (the “ German Borrower ”; the German Borrower and the U.S. Borrower each a “ Borrower ” and collectively the “ Borrowers ”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION and UBS SECURITIES LLC, as co-syndication agents (in such capacities, the “ Syndication Agents ”).

WHEREAS Holdings, pursuant to the Stock and Asset Purchase Agreement dated as of September 14, 2006 (the “ Acquisition Agreement ”), between Holdings and General Electric Company, intends, through designated affiliates, to acquire the Silicones and Quartz businesses (the “ Silicones Business ” and the “ Quartz Business ”, respectively, and collectively the “ Acquired Business ”) of General Electric Company and certain of its subsidiaries (collectively, the “ Seller ”), on the Closing Date for aggregate consideration consisting of (i) an amount in cash (the “ Cash Consideration ”) equal to $3,328,100,000, as adjusted as a result of the Closing Adjustment (as defined in the Acquisition Agreement), if any, (ii) the issuance by Holdings to the Seller of the Acquiror Shares (as defined in the Acquisition Agreement), (iii) the issuance by Holdings to the Seller of a pay-in-kind note or notes in an aggregate stated principal amount of $400,000,000 having terms set forth in Exhibit K to the Acquisition Agreement (such note or notes being collectively referred to as the “ Holdings PIK Note ”) and (iv) the issuance by Holdings to the Seller of warrants (the “ Holdings Warrants ”) having the terms set forth in Exhibit L to the Acquisition Agreement (all of the foregoing, together with the payment of the Transaction Expenses (as defined below), being collectively referred to as the “ Acquisition ”);

WHEREAS, Holdings, Intermediate Holdings and the Borrowers intend, on the Closing Date, to consummate the other Closing Date Transactions contemplated herein;

WHEREAS the Borrowers desire to obtain from the Lenders (a) a term loan facility in a Dollar Equivalent aggregate principal amount not in excess of $1,050,000,000, the proceeds of which will be used to finance a portion of the Acquisition, (b) a revolving credit facility in an aggregate principal amount not in excess of $300,000,000, the proceeds of which will be used (i) to finance a portion of the Acquisition and (ii) for general corporate purposes and (c) a synthetic letter of credit facility in an aggregate principal amount not in excess of $35,000,000;

NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“ ABR ” shall mean, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Effective Rate plus  ¹ / 2 of 1% and (b) the rate of interest in effect for such day as announced from time to time by JPMCB as its “prime rate” at its principal office in New York, New York. Any change in such rate announced by JPMCB shall take effect at the opening of business on the day specified in the announcement of such change.

“ ABR Borrowing ” shall mean a Borrowing comprised of ABR Loans.

“ ABR Loan ” shall mean any ABR Revolving Loan or Swingline Loan to the U.S. Borrower.

“ ABR Revolving Facility Borrowing ” shall mean a Borrowing comprised of ABR Revolving Loans.

“ ABR Revolving Loan ” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II.

“ Accepting Lender ” shall have the meaning assigned to such term in Section 2.11(f).

“ Acquired Business ” shall have the meaning assigned to such term in the recitals hereto.

“ Acquisition ” shall have the meaning assigned to such term in the recitals hereto.

“ Acquisition Agreement ” shall have the meaning assigned to such term in the recitals hereto.

“ Acquisition Documents ” shall mean the collective reference to the Acquisition Agreement, all material exhibits and schedules (and all exhibits to such schedules) thereto and all agreements expressly contemplated thereby.

“ Additional Mortgage ” shall have the meaning assigned to such term in Section 5.10(c).

“ Adjusted LIBO Rate ” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a)(i) for any Eurocurrency Borrowing denominated in euro, the EURO LIBO Rate in effect for such Interest Period and (ii) for any Eurocurrency Borrowing denominated in a currency other than euro, the LIBO Rate in effect for such Borrowing for such

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Interest Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any.

“ Adjustment Date ” shall have the meaning assigned to such term in the definition of the term “Pricing Grid”.

“ Administrative Agent ” shall mean JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, or, as applicable, such Affiliates thereof as it shall from time to time designate for the purpose of performing its obligations hereunder in such capacity. References to the “Administrative Agent” shall also include any Affiliate of JPMorgan Chase Bank, N.A. or any other person designated by JPMorgan Chase Bank, N.A., in each case acting in its capacity as “Security Trustee”, “Trustee” or “Agent” under any Security Document relating to collateral provided under the laws of any United Kingdom jurisdiction, or acting in any similar capacity under any other Security Document under the laws of the United States or any other jurisdiction. Notwithstanding the foregoing, for purposes of Section 9.23, the term “Administrative Agent” shall mean JPMorgan Chase Bank, N.A. and any successor agent appointed pursuant to Section 8.09.

“ Administrative Agent Fees ” shall have the meaning assigned to such term in Section 2.12(c).

“ Administrative Fee Letter ” shall mean that certain Administrative Fee Letter dated as of September 13, 2006, by and between Holdings and JPMCB.

“ Administrative Questionnaire ” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

“ Agent ” shall mean any of the Administrative Agent and the Collateral Agent, as the context may require.

“ Agreement ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“ Applicable Commitment Fee ” shall mean for any day 0.50% per annum; provided , that on and after the first Adjustment Date occurring after delivery of the financial statements and certificates required by Section 5.04 upon the completion of one full fiscal quarter of Intermediate Holdings after the Closing Date, the Applicable Commitment Fee shall be determined pursuant to the Pricing Grid.

“ Applicable Margin ” shall mean for any day (i) 2.50% per annum in the case of any Eurocurrency Revolving Loan, (ii) 2.25% per annum in the case of any Eurocurrency Term Loan and (iii) 1.50% per annum in the case of any ABR Loan; provided , that on and after the first Adjustment Date, the Applicable Margin with respect to Revolving Facility Loans and Swingline Loans will be determined pursuant to the Pricing Grid.

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“ Applicable Period ” shall mean an Excess Cash Flow Period or an Excess Cash Flow Interim Period, as the case may be.

“ Approved Fund ” shall have the meaning assigned to such term in Section 9.04(b).

“ Asset Sale ” shall mean any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets and any mortgage, immovable hypothec or lease of Real Property) to any person of any asset or assets of Intermediate Holdings or any Subsidiary.

“ Assignee ” shall have the meaning assigned to such term in Section 9.04(b).

“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an Assignee, and accepted by the Administrative Agent and the applicable Borrower (if required by such assignment and acceptance), in the form of Exhibit A or such other form as shall be approved by the Administrative Agent.

“ Availability Period ” shall mean the period from and including the Closing Date to but excluding (a) in the case of the Revolving Credit Facility (including Swingline Loans and Revolving Letters of Credit thereunder), the earlier of the Revolving Facility Maturity Date and the date of termination of the Revolving Facility Commitments and (b) in the case of Synthetic Letters of Credit, the Synthetic L/C Maturity Date.

“ Available Unused Commitment ” shall mean, with respect to a Revolving Facility Lender at any time, an amount equal to the amount by which (a) the Revolving Facility Commitment of such Revolving Facility Lender at such time exceeds (b) the Revolving Facility Exposure of such Revolving Facility Lender at such time.

“ Bank Certification ” shall mean a letter substantially in the form as required in the decree by the German Federal Ministry of Finance (dated 20 October 2005, IV B 7 – S 2742a – 43/05 and dated 16 March 2006, IV B 7 – S 2742a – 6/06, a bilingual version of which is attached as Schedule 2.17(e)(ii) ( Form of Certification/Bescheinigung ), specifying, in particular, all Security Interests that have been granted for the respective Loan, or as required in a decree by the German tax authorities changing the form of certification, if such new form of confirmation is reasonably acceptable to the Administrative Agent.

“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“ Board of Directors ” shall mean, as to any person, the board of directors or other governing body of such person, or if such person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“ Borrower ” and “ Borrowers ” shall have the respective meanings assigned to such terms in the introductory paragraph of this Agreement.

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“ Borrowing ” shall mean a group of Loans of a single Type and made on a single date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“ Borrowing Minimum ” shall mean (i) in the case of Borrowings denominated in Dollars, $5.0 million, except in the case of Swingline Loans to the U.S. Borrower, where it shall mean $1.0 million and (ii) in the case of Borrowings denominated in a Foreign Currency, 5.0 million units of such Foreign Currency, except in the case of Swingline Loans to the German Borrower, where it shall mean €1.0 million.

“ Borrowing Multiple ” shall mean, in the case of any Borrowing, 500,000 units of the currency in which such Borrowing is denominated.

“ Borrowing Request ” shall mean a request by a Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-1 .

“ Budget ” shall have the meaning assigned to such term in Section 5.04(e).

“ Business Day ” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided , that (a) when used in connection with a Eurocurrency Loan denominated in a currency other than euro, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market, (b) when used in connection with a Loan denominated in euro, the term “Business Day” shall also exclude any day on which the Trans-European Automated Real Time Gross Settlement Express Transfer (TARGET) payment system is not open for the settlement of payments in euro and (c) when used in connection with any Loan to the German Borrower or Letter of Credit in respect of which the German Borrower is an applicant, in each case denominated in a currency other than Dollars, the term “Business Day” shall also include any day on which banks are open for dealings in deposits in such currency in London.

“ CAM ” shall mean the mechanism for the allocation and exchange of interests in Loans, participations in Letters of Credit and Swingline Loans and other extensions of credit under this Agreement and collections thereunder established under Article X.

“ CAM Exchange ” shall mean the exchange of the Lender’s interests provided for in Section 10.01.

“ CAM Exchange Date ” shall mean the first date on which there shall occur (a) any event referred to in paragraph (h) or (i) of Section 7.01 in respect of any Borrower or (b) an acceleration of Loans pursuant to Section 7.01.

“ CAM Percentage ” shall mean, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent (determined on the basis of the applicable Spot Rates prevailing on the CAM Exchange Date) of the sum, without duplication, of (i) the Obligations owed to such Lender (whether or not at the time due and payable), (ii) the L/C Exposure of such Lender and (iii) the Swingline Exposure of such Lender, in each case immediately prior to the occurrence of the CAM Exchange Date, and (b) the denominator shall be the aggregate Dollar Equivalent (as so determined) of the sum, without

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duplication, of (A) the Obligations owed to all the Lenders (whether or not at the time due and payable), (B) the L/C Exposure and (iii) the Swingline Exposure, in each case immediately prior to the occurrence of the CAM Exchange Date; provided that, for purposes of clause (a) above, the Obligations owed to the Swingline Lender will be deemed not to include any Swingline Loans except to the extent provided in clause (a)(iii) above.

“ Capital Expenditures ” shall mean, for any person in respect of any period, the aggregate of all expenditures incurred by such person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash flows of such person; provided , however , that Capital Expenditures for Intermediate Holdings and its Subsidiaries shall not include:

(a) expenditures to the extent they are made with (i) proceeds of the issuance of Equity Interests of Holdings or any other Parent Entity after the Closing Date or (ii) funds that would have constituted Net Proceeds under clause (a) of the definition of the term “Net Proceeds” (but for the application of the first proviso to such clause (a)),

(b) expenditures with proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the business of Intermediate Holdings and the Subsidiaries within 15 months of receipt of such proceeds (or, if not made within such period of 15 months, are committed to be made during such period),

(c) interest capitalized during such period,

(d) expenditures that are accounted for as capital expenditures of such person and that actually are paid for by a third party (excluding Intermediate Holdings, or any Subsidiary thereof) and for which neither Intermediate Holdings nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other person (whether before, during or after such period),

(e) the book value of any asset owned by such person prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided , that (i) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made and (ii) such book value shall have been included in Capital Expenditures when such asset was originally acquired,

(f) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used or surplus

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equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business,

(g) Investments in respect of a Permitted Business Acquisition,

(h) the Acquisition, or

(i) the purchase of property, plant or equipment made within 15 months of the sale of any asset (other than inventory) to the extent purchased with the proceeds of such sale (or, if not made within such period of 15 months, to the extent committed to be made during such period and actually made within a three-year period from such sale).

“ Capital Lease Obligations ” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real (immovable) or personal (movable) property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Cash Consideration ” shall have the meaning assigned to such term in the recitals hereto.

“ Cash Interest Expense ” shall mean, with respect to Intermediate Holdings and the Subsidiaries on a consolidated basis for any period, Interest Expense for such period, less the sum of, without duplication, (a) pay in kind Interest Expense or other noncash Interest Expense (including as a result of the effects of purchase accounting), (b) to the extent included in Interest Expense, the amortization of all fees (including fees with respect to Swap Agreements) paid by, or on behalf of, Intermediate Holdings or any Subsidiary in connection with the incurrence of Indebtedness, including such fees paid in connection with the Transactions or upon entering into a Permitted Receivables Financing, (c) the amortization of debt discounts included in Interest Expenses and (d) cash interest income of Intermediate Holdings and the Subsidiaries for such period; provided , that Cash Interest Expense shall exclude any one time financing fees, including those paid in connection with the Transactions, or upon entering into a Permitted Receivables Financing or any amendment of this Agreement.

A “ Change in Control ” shall be deemed to occur if:

(a) at any time, (i) prior to a Qualified IPO of Intermediate Holdings, Holdings shall fail to own, directly or indirectly, beneficially and of record, 100% of the issued and outstanding Equity Interests of Intermediate Holdings, (ii) Intermediate Holdings shall fail to own, directly or indirectly, beneficially and of record, 100% of the issued and outstanding Equity Interests of any Borrower, (iii) a majority of the seats (other than vacant seats) on the Board of Directors of (A) prior to a Qualified IPO of Intermediate Holdings, Holdings or (B) after a Qualified IPO of Intermediate Holdings, Intermediate Holdings shall at any time be occupied by persons who were neither (x) nominated by the Board of Directors of Holdings (prior to a Qualified IPO of Intermediate Holdings) or a Permitted Holder, (y) appointed by directors so nominated nor (z) appointed by a Permitted Holder, or (iv) a “change of control” (or similar event)

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shall occur under the Senior Unsecured Notes Indenture, the Senior Subordinated Notes Indenture, any Material Indebtedness or any Permitted Refinancing Indebtedness in respect of any of the foregoing or any Disqualified Stock (to the extent the aggregate amount of the applicable Disqualified Stock exceeds $35 million);

(b) at any time prior to a Qualified IPO, any combination of Permitted Holders shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, in the aggregate Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings; or

(c) at any time after a Qualified IPO, any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 as in effect on the Closing Date), other than any combination of the Permitted Holders or any “group” including any Permitted Holders, shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest in (i) in the case of a Qualified IPO of Holdings, Holdings’s and (ii) in the case of a Qualified IPO of Intermediate Holdings, Intermediate Holdings’s Equity Interests and the Permitted Holders shall own, directly or indirectly, less than such person or “group” on a fully diluted basis of the voting interest in Equity Interests of Holdings or Intermediate Holdings, as the case may be.

“ Change in Law ” shall mean (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any written request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date.

“ CITA Borrower ” shall mean any Borrower that claims tax deductions in Germany with regard to interest payable under this Agreement.

“ Charges ” shall have the meaning assigned to such term in Section 9.09.

“ Closing Date ” shall mean December 4, 2006.

“ Closing Date Transactions ” shall mean the Transactions consummated on or prior to the Closing Date.

“ Co-Lead Arrangers ” shall mean JPMorgan Securities Inc., GE Capital Markets, Inc. and UBS Securities LLC, in their capacities as joint lead arrangers.

“ Co-Syndication Agents ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated and rulings issued thereunder.

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“ Collateral ” shall mean all the “Collateral” as defined in any Security Document and shall also include the Mortgaged Properties and all other property that is subject to any Lien in favor of the Administrative Agent or any Subagent for the benefit of the Lenders pursuant to any Security Document.

“ Collateral Agent ” shall mean the party acting as collateral agent for the Secured Parties under the Security Documents. On the Closing Date, the Collateral Agent is the same person as the Administrative Agent. Unless the context otherwise requires, the term “Administrative Agent” as used herein shall include the Collateral Agent, notwithstanding various specific references to the Collateral Agent herein.

“ Collateral Agent’s Liens ” shall mean the Liens in the Collateral granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Collateral Agreement and the other Loan Documents.

“ Collateral Agreements ” shall mean (i) the Foreign Collateral Agreements and (ii) the U.S. Collateral Agreement.

“ Collateral and Guarantee Requirement ” shall mean the requirement that:

(a) on the Closing Date, the Administrative Agent shall have received (i) from each Domestic Loan Party a counterpart of the U.S. Collateral Agreement, duly executed and delivered on behalf of such person, (ii) from each Foreign Loan Party, a counterpart of a Foreign Collateral Agreement, duly executed and delivered on behalf of such person, (iii) from each Loan Party, a counterpart of the Guarantee Agreement, duly executed and delivered on behalf of such person, (iv) from each Loan Party that owns Equity Interests of a Foreign Subsidiary listed on Schedule 1.01(g)(i) a counterpart of a Foreign Pledge Agreement with respect to such Equity Interests owned by such Loan Party (it being understood that no more than 65% of the outstanding voting Equity Interests of any “first tier” Foreign Subsidiary owned by a Domestic Loan Party or any “first tier” Qualified CFC Holding Company owned by a Domestic Loan Party and none of the outstanding voting Equity Interests of a Foreign Subsidiary that is not a “first tier” Foreign Subsidiary of a Domestic Loan Party or Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company of a Domestic Loan Party shall be pledged to secure the Domestic Obligations) and (v) from each Domestic Loan Party, a counterpart of the First-Tier Subsidiary Pledge Agreement, duly executed and delivered on behalf of such person;

(b) on the Closing Date, the Administrative Agent shall have received (i) a pledge of all the issued and outstanding Equity Interests of (A) Intermediate Holdings, (B) each Borrower and (C) each Wholly Owned Subsidiary owned on the Closing Date directly by or on behalf of Holdings, Intermediate Holdings, any Borrower or any Subsidiary Loan Party and listed on Schedule 1.01(g)(ii) (it being understood that no more than 65% of the outstanding voting Equity Interests of any “first tier” Foreign Subsidiary owned by a Domestic Loan Party or any “first tier” Qualified CFC Holding Company owned by a Domestic Loan Party and none of the outstanding voting Equity Interests of a Foreign Subsidiary that is not a “first tier” Foreign Subsidiary of a

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Domestic Loan Party or Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company of a Domestic Loan Party shall be pledged to secure the Domestic Obligations) and (ii) in the case of certificated Equity Interests required to be pledged pursuant to clause (i) above, all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c) subject to Section 5.10(g), (i) all Indebtedness of each Borrower and each Subsidiary (other than (A) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of Intermediate Holdings and its Subsidiaries, (B) to the extent that a pledge of such promissory note or instrument would violate applicable law and (C) the Japanese Intercompany Note) that is owing to any Loan Party, if evidenced by a promissory note or an instrument, shall have been pledged pursuant to the applicable Collateral Agreement (or other applicable Security Document as reasonably required by the Administrative Agent), it being understood that no Indebtedness of Intermediate Holdings or any Subsidiary that is owing to any Loan Party other than the German Borrower shall be pledged to secure the Obligations of the German Borrower, and (ii) the Administrative Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;

(d) in the case of any person that becomes a Domestic Subsidiary after the Closing Date, the Administrative Agent shall have received (i) a supplement to (A) the Guarantee Agreement and (B) the U.S. Collateral Agreement, in each case in the form specified therein, duly executed and delivered on behalf of such Domestic Subsidiary, (ii) subject to Section 5.10(g), if such Domestic Subsidiary owns Equity Interests of a Foreign Subsidiary that is a Material Subsidiary that, as a result of the law of the jurisdiction of organization, incorporation, constitution or amalgamation of such Foreign Subsidiary, cannot validly be pledged to the Collateral Agent under the U.S. Collateral Agreement, a counterpart of a Foreign Pledge Agreement with respect to such Equity Interests ( provided , that in no event shall more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary or any “first tier” Qualified CFC Holding Company directly owned by such Domestic Subsidiary be pledged to secure the Domestic Obligations), duly executed and delivered on behalf of such Domestic Subsidiary, and (iii) a supplement to the First-Tier Subsidiary Pledge Agreement or a counterpart of a Foreign Pledge Agreement, as applicable, with respect to the portion of the Equity Interests of a Foreign Subsidiary owned by it and not being pledged pursuant to clause (ii) above, duly executed and delivered on behalf of such Domestic Subsidiary;

(e) subject to Section 5.10(g), in the case of any person that becomes a Foreign Subsidiary after the Closing Date, the Administrative Agent shall have received, as promptly as practicable following such event (i) a counterpart of a Foreign Collateral Agreement, (ii) a supplement to the Guarantee Agreement, in the form specified therein, and (iii) a counterpart of a Foreign Pledge Agreement with respect to the Equity Interests owned by such Foreign Subsidiary in Material Subsidiaries that, as a result of the law of the jurisdictions of organization of such other Subsidiaries, cannot be validly pledged to

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the Collateral Agent under the Foreign Collateral Agreement to which such Foreign Subsidiary is a party, in each case duly executed and delivered on behalf of such person;

(f) after the Closing Date, subject to Section 5.10(g), (i) all the outstanding Equity Interests (A) issued or owned by any person that becomes a Loan Party after the Closing Date and (B) all the Equity Interests that are acquired by a Loan Party after the Closing Date (including the Equity Interests of any Special Purpose Receivables Subsidiary established after the Closing Date), shall have been pledged pursuant to the applicable Security Document; provided , that in no event shall more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary or any “first tier” Qualified CFC Holding Company directly owned by any Domestic Loan Party, and in no event shall any of the issued and outstanding Equity Interests of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary of a Domestic Loan Party or any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company of a Domestic Loan Party, be pledged to secure the Domestic Obligations and (ii) the Administrative Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank;

(g) subject to Section 5.10(g), except as otherwise contemplated by any Security Document, all documents and instruments, including Uniform Commercial Code financing statements and other similar statements or forms used in other relevant jurisdictions, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or the recording on the Closing Date or, with respect to Collateral acquired after the Closing Date, concurrently with, or promptly following, the execution and delivery of each such Security Document;

(h) on the Closing Date, the Administrative Agent shall have received (i) counterparts of each Mortgage to be entered into with respect to each Mortgaged Property set forth on Schedule 1.01(b) duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording or filing and (ii) such other documents including, but not limited to, any consents, agreements and confirmations of third parties, as the Administrative Agent may reasonably request with respect to any such Mortgage or Mortgaged Property;

(i) on the Closing Date the Administrative Agent shall have received (i) a policy or policies or marked-up unconditional binder of title insurance, as applicable, paid for by the Borrowers, issued by a nationally recognized title insurance company insuring the Lien of each Mortgage to be entered into on the Closing Date as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request;

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(j) the Administrative Agent shall have received evidence of the insurance required by the terms hereof;

(k) except as otherwise contemplated by any Security Document, each Loan Party shall have obtained all consents and approvals required to be obtained by it in connection with (i) the execution and delivery of all Security Documents (or supplements thereto) to which it is a party and the granting by it of the Liens thereunder and (ii) the performance of its obligations thereunder; and

(l) after the Closing Date, the Administrative Agent shall have received (i) such other Security Documents as may be required to be delivered pursuant to Section 5.10, and (ii) upon reasonable request by the Administrative Agent, evidence of compliance with any other requirements of Section 5.10.

“ Commitment Fee ” shall have the meaning assigned to such term in Section 2.12(a).

“ Commitments ” shall mean, with respect to each Lender, such Lender’s Term B Loan Commitment, Incremental Term Loan Commitment, Revolving Facility Commitment, Incremental Revolving Facility Commitment, Pre-Funding L/C Commitment or Incremental Pre-Funding L/C Commitment, as applicable.

“ Conduit Lender ” shall mean any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided , that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender; provided , further , that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.15, 2.16, 2.17 or 9.05 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“ Consolidated Debt ” at any date shall mean the sum of (without duplication) all Indebtedness (other than letters of credit or bank guarantees, to the extent undrawn) consisting of Capital Lease Obligations, Indebtedness for borrowed money, Disqualified Stock and Indebtedness in respect of the deferred purchase price of property or services of Intermediate Holdings and the Subsidiaries determined on a consolidated basis on such date.

“ Consolidated Net Income ” shall mean, with respect to any person for any period, the aggregate of the Net Income of such person and its subsidiaries for such period, on a consolidated basis; provided , however , that, without duplication,

(i) any net after tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (including all fees and expenses relating thereto) including any (A) severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning or reconfiguration of fixed assets for alternative uses

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and fees, expenses or charges relating to new product lines, plant shutdown costs or acquisition integration costs, (B) up to $30,000,000 in the aggregate of transition expenses attributable to the Acquired Business becoming a business operated independently from the Seller and its affiliates in connection with the Transactions (C) expenses or charges in connection with the Transactions related to curtailments or modifications to pension and post-retirement employee benefit plans, (D) fees, expenses or charges related to any offering of Equity Interests of Holdings, Intermediate Holdings or any Parent Entity, any Investment, acquisition or incurrence, refinancing, amendment or modification of Indebtedness permitted to be incurred or so refinanced, amended or modified, as the case may be, hereunder (in each case, whether or not successful), including any such fees, expenses, charges or change in control payments made under the Acquisition Agreement or otherwise related to the Transactions (including any transition-related expenses incurred before, on or after the Closing Date), in each case, shall be excluded,

(ii) any net after-tax gain or loss from abandoned, closed or discontinued operations and any net after-tax gain or loss on disposal of abandoned, closed or discontinued operations shall be excluded,

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of Intermediate Holdings) shall be excluded,

(iv) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness shall be excluded,

(v) (A) the Net Income for such period of any person that is not a subsidiary of such person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments actually paid in cash (or to the extent converted into cash) to the referent person or a subsidiary thereof in respect of such period and (B) the Net Income for such period shall include any ordinary course dividend distribution or other payment in cash received from any person in excess of the amounts included in clause (A),

(vi) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(vii) any increase in amortization or depreciation or any non-cash charges or other increase or reduction in Consolidated Net Income, in each case resulting from purchase accounting in connection with the Transactions or any acquisition that is consummated after the Closing Date shall be excluded,

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(viii) any non-cash impairment charges or non-cash charges resulting from the amortization of intangibles, in each case arising pursuant to the application of GAAP, shall be excluded,

(ix) any non-cash expenses realized or resulting from grants and sales of stock, stock option plans, employee benefit plans or post-employment benefit plans, grants of stock appreciation or similar rights, stock options, restricted stock grants or other rights of such person or any of its subsidiaries shall be excluded,

(x) accruals and reserves that are established or adjusted, in each case as a result of the Transactions within twelve months after the Closing Date and that are so required to be established in accordance with GAAP, and changes as a result of the adoption or modification of accounting policies in connection with the Transactions shall be excluded,

(xi) non-cash gains, losses, income and expenses resulting from fair value accounting required by Statement of Financial Accounting Standards No. 133 shall be excluded,

(xii) non-cash charges for deferred tax asset valuation allowances shall be excluded, and

(xiii) unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of Financial Accounting Standard 52 shall be excluded.

“ Consolidated Total Assets ” shall mean, as of any date, the total assets of Intermediate Holdings and the consolidated Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of Intermediate Holdings as of such date.

“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

“ Credit Event ” shall have the meaning assigned to such term in Article IV.

“ Credit-Linked Deposit ” shall mean, as to each Synthetic L/C Lender, the cash deposit made by such Lender pursuant to Section 2.05, as such deposit may be (a) reduced from time to time pursuant to Section 2.05(e)(ii) or Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 and (c) increased from time to time pursuant to Section 2.05(e) and Section 2.21. The amount of each Synthetic L/C Lender’s Credit-Linked Deposit on the Closing Date is set forth in Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Synthetic L/C Lender shall have acquired its Credit-Linked Deposit, as applicable. The initial aggregate amount of Credit-Linked Deposits is $35,000,000.

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“ Credit-Linked Deposit Account ” shall mean the account established by the Administrative Agent under its sole and exclusive control maintained at the office of JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, NY 10017, designated as the “Momentive Credit-Linked Deposit Account” that shall be used solely to hold the Credit-Linked Deposits.

“ Cumulative Credit ” shall mean, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a) $75 million, plus :

(b) the Cumulative Retained Excess Cash Flow Amount at such time, plus

(c) the aggregate amount of proceeds received after the Closing Date and prior to such time that would have constituted Net Proceeds pursuant to clause (a) of the definition thereof except for the operation of clause (x), (y) or (z) of the second proviso thereof (the “ Below Threshold Asset Sale Proceeds ”), plus

(d) the cumulative amount of proceeds (including cash and the fair market value of property other than cash) from the sale of Equity Interests of Holdings or any Parent Entity after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of Intermediate Holdings or any Borrower and common Equity Interests of Intermediate Holdings or any Borrower issued upon conversion of Indebtedness of such person or any Subsidiary owed to a person other than Intermediate Holdings or any Borrower or Subsidiary not previously applied for a purpose other than use in the Cumulative Credit; provided , that this clause (d) shall exclude Permitted Cure Securities and the proceeds thereof, sales of Equity Interests financed as contemplated by Section 6.04(e) and any amounts used to finance the payments or distributions in respect of any Junior Financing pursuant to Section 6.09(b), plus

(e) 100% of the aggregate amount of contributions to the common capital of Intermediate Holdings or any Borrower received in cash (and the fair market value of property other than cash) after the Closing Date (subject to the same exclusions as are applicable to clause (d) above); provided that Intermediate Holdings and its Subsidiaries shall be in Pro Forma Compliance, plus

(f) the principal amount of any Indebtedness (including the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock) of Intermediate Holdings or any Subsidiary issued after the Closing Date (other than Indebtedness issued to a Subsidiary), which has been converted into or exchanged for Equity Interests (other than Disqualified Stock) in Holdings or any Parent Entity, plus

(g) without duplication of any amounts included in the calculation of Cumulative Retained Excess Cash Flow Amount pursuant to clause (b) above, 100% of the aggregate amount received by Intermediate Holdings or any Subsidiary in cash (and the fair market value of property other than cash received by Intermediate Holdings or any Subsidiary) after the Closing Date from:

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(A) the sale (other than to Intermediate Holdings or any Subsidiary) of the Equity Interests of an Unrestricted Subsidiary,

(B) any dividend or other distribution by an Unrestricted Subsidiary, or

(C) the sale of the intellectual property or other assets related primarily to the GaN Business (including interests in any joint ventures related primarily to the GaN Business), plus

(h) in the event any Unrestricted Subsidiary has been redesignated as a Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, Intermediate Holdings or any Subsidiary, the fair market value of the Investments of Intermediate Holdings or any Subsidiary in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), plus

(i) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by Intermediate Holdings or any Subsidiary in respect of any Investments made pursuant to Section 6.04(j) (other than amounts thereof used to increase the amount of Investments permitted to be made pursuant to Section 6.04(j)(i)), minus

(j) any amounts used to make Investments pursuant to Section 6.04(b)(y) after the Closing Date prior to such time, minus

(k) any amounts used to make Investments pursuant to Section 6.04(j)(ii) after the Closing Date prior to such time, minus

(l) the cumulative amount of dividends paid and distributions made pursuant to Section 6.06(e) prior to such time, minus

(m) payments or distributions in respect of Junior Financings pursuant to Section 6.09(b)(i) (other than payments made with proceeds from the issuance of Equity Interests that were excluded from the calculation of the Cumulative Credit pursuant to clause (d) above);

provided , however , for purposes of Section 6.06(e), the calculation of the Cumulative Credit shall not include any Below Threshold Asset Sale Proceeds except to the extent they are used as contemplated in clauses (j) and (k) above.

“ Cumulative Retained Excess Cash Flow Amount ” shall mean, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to:

(a) the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods ending after the Closing Date and prior to such date, plus

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(b) for each Excess Cash Flow Interim Period ended prior to such date and after the most recently completed Excess Cash Flow Period included in (a), an amount equal to the Retained Percentage of Excess Cash Flow for such Excess Cash Flow Interim Period, minus

(c) the cumulative amount of all Retained Excess Cash Flow Overfundings as of such date.

“ Cure Amount ” shall have the meaning assigned to such term in Section 7.03(a).

“ Cure Right ” shall have the meaning assigned to such term in Section 7.03(a).

“ Current Assets ” shall mean, with respect to Intermediate Holdings and the Subsidiaries on a consolidated basis at any date of determination, the sum of (a) all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of Intermediate Holdings and the Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits and (b) in the event that a Permitted Receivables Financing is accounted for off-balance sheet, (x) gross accounts receivable comprising part of the Receivables Assets subject to such Permitted Receivables Financing less (y) collections against the amounts sold pursuant to clause (x).

“ Current Liabilities ” shall mean, with respect to Intermediate Holdings and the Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of Intermediate Holdings and the Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of transaction costs resulting from the Transactions, (e) accruals of any costs or expenses related to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirement benefit obligations, and (f) accruals for add-backs to EBITDA included in clauses (a)(iv) through (a)(vi) of the definition of such term.

“ Debt Service ” shall mean, with respect to Intermediate Holdings and the Subsidiaries on a consolidated basis for any period, Cash Interest Expense for such period plus scheduled principal amortization of Consolidated Debt for such period.

“ Default ” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.

“ Defaulting Lender ” shall mean any Lender with respect to which a Lender Default is in effect.

“ Designated Non-Cash Consideration ” shall mean the fair market value of non-cash consideration received by Intermediate Holdings or one of its Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation, less the amount of

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cash equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“ Disinterested Director ” shall mean, with respect to any person and transaction, a member of the Board of Directors of such person who does not have any material direct or indirect financial interest in or with respect to such transaction.

“ Disqualified Stock ” shall mean, with respect to any person, any Equity Interests of such person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is ninety-one (91) days after the Revolving Facility Maturity Date; provided , however , that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided further , however , that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of any Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by such Borrower in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“ Dollars ” or “ $ ” shall mean lawful money of the United States of America.

“ Dollar Equivalent ” shall mean, at any date of determination, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate in effect on such date for the purchase of Dollars with such currency. The Dollar Equivalent at any time of the amount of any Letter of Credit, L/C Disbursement or Loan denominated in a Foreign Currency shall be the amount most recently determined as provided in Section 1.04.

“ Domestic Loan Party ” shall mean any Loan Party that is not a Foreign Loan Party.

“ Domestic Obligations ” shall mean (a) the Obligations of the U.S. Borrower and (b) the Obligations of the Domestic Loan Parties and the other Domestic Subsidiaries in respect of Guaranteed Swap Agreements, Cash Management Services (as defined in the Guarantee Agreement) and the Overdraft Line.

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“ Domestic Subsidiary ” shall mean any Subsidiary that is not a Foreign Subsidiary or a Qualified CFC Holding Company.

“ EBITDA ” shall mean, with respect to Intermediate Holdings and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of Intermediate Holdings and the Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vii) of this clause (a) reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDA is being determined):

(i) provision for Taxes based on income, profits or capital of Intermediate Holdings and the Subsidiaries for such period, including state, franchise and similar taxes,

(ii) Interest Expense of Intermediate Holdings and the Subsidiaries for such period (net of interest income of Intermediate Holdings and its Subsidiaries for such period),

(iii) depreciation and amortization expenses of Intermediate Holdings and the Subsidiaries for such period,

(iv) business optimization expenses and other restructuring charges (which, for the avoidance of doubt, shall include the effect of inventory optimization programs, plant closure, retention, severance, systems establishment costs and excess pension charges); provided , that with respect to each business optimization expense or other restructuring charge, Intermediate Holdings shall have delivered to the Administrative Agent an officers’ certificate specifying and quantifying such expense or charge,

(v) any other non-cash charges; provided , that, for purposes of this subclause (v) of this clause (a), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made,

(vi) the amount of management, consulting, monitoring, transaction and advisory fees and related expenses paid to the Fund or any Fund Affiliates (or any accruals related to such fees and related expenses) during such period; provided , that such amount shall not exceed in any four quarter period the sum of (i) the greater of $6.0 million and 1.5% of EBITDA for such four quarter period, plus (ii) the amount of deferred fees (to the extent such fees would otherwise have been permitted to be included in clause (i) if paid, but were not included in such clause (i)), plus (iii) 2.00% of the value of transactions permitted hereunder and entered into by the Borrowers or any of the Subsidiaries with respect to which the Fund or any Fund Affiliates provides any of the aforementioned types of services, and

(vii) non-operating expenses.

minus (b) the sum of (without duplication and to the extent the amounts described in this clause (b) increased such Consolidated Net Income for the respective period for which EBITDA

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is being determined) non-cash items increasing Consolidated Net Income of Intermediate Holdings and the Subsidiaries for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).

EBITDA shall be deemed to be (a) $103.0 million for the fiscal quarter ended December 31, 2005, (b) $96.8 million for the fiscal quarter ended March 31, 2006, (c) $112.0 million for the fiscal quarter ended June 30, 2006, and (d) $100.7 million for the fiscal quarter ended September 30, 2006.

“ EMU Legislation ” shall mean the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ Enterprise Value ” shall mean the sum of the Cash Consideration, the aggregate principal amount of the Holdings PIK Note and the Transaction Costs.

“ environment ” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law.

“ Environmental Laws ” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances, orders, decrees, treaties, directives, judgments or legally binding agreements promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the generation, management, Release or threatened Release of, or exposure to, any Hazardous Material or to health and safety matters (to the extent relating to the environment or Hazardous Materials).

“ Equity Contribution ” shall mean, in connection with the consummation of the Acquisition, collectively, (i) the contribution by (A) the Fund and the Fund Affiliates and (B) the Management Group, directly or indirectly, of cash in the form of common equity and/or preferred equity to Holdings in an aggregate amount of not less than $450.0 million, (ii) the rollover by the Seller of existing equity in Holdings in an amount not less than $50.0 million, which existing equity shall take the form of the Acquiror Shares (as defined in the Acquisition Agreement) and the Holdings Warrants, and (iii) the issuance by Holdings of the UBS Preferred Stock with a total liquidation preference of $50,000.

“ Equity Interests ” of any person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations promulgated thereunder.

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“ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with Intermediate Holdings or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” shall mean (a) any Reportable Event or the requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) and, on and after the effectiveness of the Pension Act, any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412 of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the incurrence by Intermediate Holdings, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) on and after the effectiveness of the Pension Act, a determination that any Plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4(a) of ERISA or Section 430(i)(4)(A) of the Code); (f) the receipt by Intermediate Holdings, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (g) the incurrence by Intermediate Holdings, a Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by Intermediate Holdings, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Intermediate Holdings, a Subsidiary or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA (or, after the effectiveness of the Pension Act, that a Multiemployer Plan is in endangered or critical status within the meaning of Section 305 of ERISA); (i) the conditions for imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; or (j) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA.

“ euro ” shall mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“ EURO LIBO Rate ” shall mean, with respect to any Eurocurrency Borrowing denominated in euro, for any Interest Period, the offered rate for deposits in euros in the European interbank market for the relevant Interest Period that is determined by the Banking Federation of the European Union, and displayed on the appropriate page of the Telerate Screen, at or about 11:00 am (Brussels time) on the relevant quotation date for the delivery of euros on the first day of the relevant Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “ EURO LIBO Rate ” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in euro are offered for a maturity comparable to such relevant Interest Period to major banks in the London interbank market in London, England by

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the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.

“ Eurocurrency Borrowing ” shall mean a Borrowing comprised of Eurocurrency Loans.

“ Eurocurrency Loan ” shall mean any Eurocurrency Revolving Loan or Eurocurrency Term Loan.

“ Eurocurrency Revolving Facility Borrowing ” shall mean a Borrowing comprised of Eurocurrency Revolving Loans.

“ Eurocurrency Revolving Loan ” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

“ Eurocurrency Term Loan ” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

“ Euro One-Time Swingline Commitment ” shall mean the commitment of the Euro Swingline Lender to make One-Time Swingline Loans to the German Borrower pursuant to Section 2.04, expressed as an amount representing the maximum aggregate permitted amount of One-Time Swingline Loans to the German Borrower. The aggregate amount of the Euro One-Time Swingline Commitment is $60.0 million less the aggregate principal amount of One-Time Swingline Loans, if any, made to the U.S. Borrower on the One-Time Swingline Borrowing Date. The Euro One-Time Swingline Commitment shall terminate on the earlier of (a) 5:00 p.m., New York City time, on the day that is 45 days after the Closing Date and (b) the One-Time Swingline Borrowing Date.

“ Euro Swingline Commitment ” shall mean the commitment of the Euro Swingline Lender to make Revolving Swingline Loans to the German Borrower pursuant to Section 2.04, expressed as an amount representing the maximum aggregate permitted amount of Revolving Swingline Loans to the German Borrower. The aggregate amount of the Euro Swingline Commitment on the Closing Date is $25,000,000.

“ Euro Swingline Lender ” shall mean JPMCB, in its capacity as lender of Euro Swingline Loans hereunder.

“ Euro Swingline Loan ” shall mean a Swingline Loan denominated in euro and made to the German Borrower pursuant to Section 2.04.

“ Euro Swingline Rate ” shall mean, with respect to any Euro Swingline Loan, for any day, a rate per annum equal to such rate as the Euro Swingline Lender shall determine adequately reflects the costs to the Euro Swingline Lender of making or maintaining such Euro Swingline Loan on such day plus 1.00% per annum.

“ Event of Default ” shall have the meaning assigned to such term in Section 7.01.

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“ Excess Cash Flow ” shall mean, with respect to Intermediate Holdings and the Subsidiaries on a consolidated basis for any Applicable Period, EBITDA of Intermediate Holdings and the Subsidiaries on a consolidated basis for such Applicable Period, minus , without duplication,

(a) Debt Service for such Applicable Period,

(b) the amount of any voluntary prepayment of Term Loans (other than amounts applied to reduce the amount of Excess Cash Flow required to be used to repay Term Loans pursuant to Section 2.11(c)) during such Applicable Period, so long as the amount of such prepayment is not already reflected in Debt Service,

(c) (i) Capital Expenditures by Intermediate Holdings and the Subsidiaries on a consolidated basis during such Applicable Period that are paid in cash (to the extent permitted under this Agreement) and (ii) the aggregate consideration paid in cash during the Applicable Period in respect of Permitted Business Acquisitions and other Investments permitted hereunder less any amounts received in respect thereof as a return of capital,

(d) Capital Expenditures that Intermediate Holdings or any Subsidiary shall, during such Applicable Period, become obligated to make but that are not made during such Applicable Period (to the extent permitted under this Agreement); provided , that (i) Intermediate Holdings shall deliver a certificate to the Administrative Agent not later than 90 days after the end of such Applicable Period, signed by a Responsible Officer of Intermediate Holdings and certifying that such Capital Expenditures and the delivery of the related equipment will be made in the following Applicable Period, and (ii) any amount so deducted shall not be deducted again in a subsequent Applicable Period,

(e) Taxes paid in cash by Intermediate Holdings and its Subsidiaries on a consolidated basis during such Applicable Period or that will be paid within six months after the close of such Applicable Period; provided , that with respect to any such amounts to be paid after the close of such Applicable Period, (i) any amount so deducted shall not be deducted again in a subsequent Applicable Period, and (ii) appropriate reserves shall have been established in accordance with GAAP,

(f) an amount equal to any increase in Working Capital of Intermediate Holdings and the Subsidiaries for such Applicable Period,

(g) cash expenditures made in respect of Swap Agreements during such Applicable Period, to the extent not reflected in the computation of EBITDA or Interest Expense,

(h) permitted dividends or distributions or repurchases of its Equity Interests paid in cash by Intermediate Holdings during such Applicable Period and permitted dividends paid by any Subsidiary to any person other than Intermediate Holdings or any of the Subsidiaries during such Applicable Period, in each case in accordance with Section 6.06 (other than Section 6.06(e)),

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(i) amounts paid in cash during such Applicable Period on account of (A) items that were accounted for as noncash reductions of Net Income in determining Consolidated Net Income or as noncash reductions of Consolidated Net Income in determining EBITDA of Intermediate Holdings and the Subsidiaries in a prior Applicable Period and (B) reserves or accruals established in purchase accounting,

(j) to the extent not deducted in the computation of Net Proceeds in respect of any asset disposition or condemnation giving rise thereto, the amount of any mandatory prepayment of Indebtedness (other than Indebtedness created hereunder or under any other Loan Document), together with any interest, premium or penalties required to be paid (and actually paid) in connection therewith, and

(k) the aggregate amount of items that were added to or not deducted from Net Income in calculating Consolidated Net Income or were added to or not deducted from Consolidated Net Income in calculating EBITDA to the extent such items represented a cash payment (which had not reduced Excess Cash Flow upon the accrual thereof in a prior Applicable Period), or an accrual for a cash payment, by Intermediate Holdings and the Subsidiaries or did not represent cash received by Intermediate Holdings and the Subsidiaries, in each case on a consolidated basis during such Applicable Period,

plus , without duplication,

(a) an amount equal to any decrease in Working Capital for such Applicable Period,

(b) all amounts referred to in clauses (b), (c), (d) and (h) above to the extent funded with the proceeds of the issuance or the incurrence of Indebtedness (including Capital Lease Obligations and purchase money Indebtedness, but excluding, solely as relating to Capital Expenditures, proceeds of Revolving Facility Loans), the sale or issuance of any Equity Interests (including any capital contributions) and any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to any person of any asset or assets, in each case to the extent there is a corresponding deduction from Excess Cash Flow above,

(c) to the extent any permitted Capital Expenditures referred to in clause (d) above and the delivery of the related equipment do not occur in the following Applicable Period of Intermediate Holdings specified in the certificate of Intermediate Holdings provided pursuant to clause (d) above, the amount of such Capital Expenditures that were not so made in such following Applicable Period,

(d) cash payments received in respect of Swap Agreements during such Applicable Period to the extent (i) not included in the computation of EBITDA or (ii) such payments do not reduce Cash Interest Expense,

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(e) any extraordinary or nonrecurring gain realized in cash during such Applicable Period (except to the extent such gain consists of Net Proceeds subject to Section 2.11(b)),

(f) to the extent deducted in the computation of EBITDA, cash interest income, and

(g) the aggregate amount of items that were deducted from or not added to Net Income in connection with calculating Consolidated Net Income or were deducted from or not added to Consolidated Net Income in calculating EBITDA to the extent either (i) such items represented cash received by Intermediate Holdings or any Subsidiary or (ii) such items do not represent cash paid by Intermediate Holdings or any Subsidiary, in each case on a consolidated basis during such Applicable Period.

“ Excess Cash Flow Interim Period ” shall mean, (x) during any Excess Cash Flow Period, any one-, two-, or three-quarter period (a) commencing on the day following the end of the most recently ended Excess Cash Flow Period and (b) ending on the last day of the most recently ended fiscal quarter (other than the last day of the fiscal year) during such Excess Cash Flow Period for which financial statements are available and (y) during the period from the Closing Date until the beginning of the first Excess Cash Flow Period, any period commencing on the Closing Date and ending on the last day of the most recently ended fiscal quarter for which financial statements are available.

“ Excess Cash Flow Period ” shall mean any of (i) the two-quarter period ended December 31, 2007 and (ii) each fiscal year of Intermediate Holdings, commencing with the fiscal year of Intermediate Holdings ending on December 31, 2008, as the context may require; provided , that for purposes of determining the Cumulative Retained Excess Cash Flow Amount, the periods, each taken as a single accounting period, (x) beginning on January 1, 2006 and ending on December 31, 2006 and (y) beginning on January 1, 2007 and ending on December 31, 2007 shall each be deemed to be an Excess Cash Flow Period.

“ Excess Credit-Linked Deposits ” shall mean, at any time, the amount by which the total Credit-Linked Deposits of all Synthetic L/C Lenders at such time exceeds the Synthetic L/C Exposure at such time. The Excess Credit-Linked Deposit of any Synthetic L/C Lender at any time shall mean its Pro Rata Share of the Excess Credit-Linked Deposits at such time.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Excluded Indebtedness ” shall mean all Indebtedness permitted to be incurred under Section 6.01.

“ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) any income taxes imposed on (or measured by) its net income (or franchise taxes imposed in lieu of net income taxes) by the United States of America or the Federal Republic of Germany (or any political subdivision, state or locality of any of them) or the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office

25

is located or any other jurisdiction as a result of such recipient engaging in a trade or business in (or being resident in) such jurisdiction for tax purposes (provided that no such person shall be deemed to be located or engaged in a trade or business in the United States or the Federal Republic of Germany solely as a result of lending under this Agreement), (b) any branch profits tax or any similar tax that is imposed by any jurisdiction described in clause (a) above, and any taxes imposed by the Federal Republic of Germany on a Lender on the basis of sec. 50a para. 7 German Income Tax Act by way of deduction at the source of the relevant income if such withholding tax assessment is caused by the Lender’s failure to comply with its Tax obligations in Germany (such Lender being obliged to declare in good faith and on the basis of reasonable inquiries if it has complied with its Tax obligations), (c) in the case of a Lender making a Loan to any Borrower, any tax (including any backup withholding tax or other tax required to be deducted or withheld at source) that (x) is in effect and would apply to amounts payable hereunder to such Lender at the time such Lender becomes a party to such Loan to such Borrower (or designates a new lending office) (or, in the case of taxes that would be payable on the basis of the Loans being secured by German real estate (for the avoidance of doubt, including such taxes imposed on the basis of section 50a para 7 German Income Tax Act), notwithstanding that no Loans will be secured by German real estate as of the Closing Date, and whether or not any Loans are secured by German real estate at the time such Lender becomes a party to such Loan, any such tax that is in effect and would apply to amounts payable hereunder to such Lender at the later of (i) the time such Lender becomes a party to such Loan to such Borrower (or designates a new lending office) or (ii) the time such Loan is secured by such German real estate), except to the extent that the assignor to such Lender in the case of an assignment or the Lender in the case of a designation of a new lending office (for the absence of doubt, other than the lending office at the time such Lender becomes a party to such Loan) was entitled, at the time of such assignment or designation of a new lending office, respectively, to receive additional amounts from a Loan Party with respect to any withholding tax pursuant to Section 2.17(a) or Section 2.17(c) or (y) is attributable to such Lender’s failure to comply with Section 2.17(e) or (f) with respect to such Loan and (d) any taxes that are imposed as a result of any event occurring after the Lender becomes a Lender (other than an event described in clause (a) or (b) of the definition of Change in Law and other than as a result of any actions taken by a Loan Party) in the case of clause (a), (b), (c) and (d), together with any and all interest and penalties related thereto.

“ Existing Letters of Credit ” shall mean those Letters of Credit issued and outstanding as of the date hereof set forth on Schedule 1.01(c).

“ Facility ” shall mean any of (a) the Term Facility, (b) the Revolving Credit Facility and (c) the Synthetic L/C Facility, as the context may require.

“ Federal Funds Effective Rate ” shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded

26

upward, if necessary, to a whole multiple of 1/100 of 1%) charged to JPMCB on such day on such transactions as determined by the Administrative Agent.

“ Fees ” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees and the Administrative Agent Fees.

“ Financial Officer ” of any person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such person.

“ Financial Performance Covenant ” shall mean the covenant of Intermediate Holdings and its Subsidiaries set forth in Section 6.11.

“ First-Tier Subsidiary Pledge Agreement ” shall mean the First-Tier Subsidiary Pledge Agreement among the Subsidiaries party thereto and the Collateral Agent.

“ Foreign Collateral ” shall mean all Collateral that is not U.S. Collateral.

“ Foreign Collateral Agreement ” shall mean one or more security agreements, charges, hypothecs, mortgages or pledges with respect to the Collateral (other than Pledged Collateral or Collateral that is subject to a Mortgage) of a Foreign Subsidiary Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent.

“ Foreign Currency ” shall mean (a) in the case of Letters of Credit, any currency reasonably acceptable to the Administrative Agent and the Issuing Bank and (b) otherwise, euro, Sterling and Swiss francs.

“ Foreign Currency L/C Exposure ” shall mean L/C Exposure related to Foreign Currency Letters of Credit.

“ Foreign Currency Letter of Credit ” shall mean any Letter of Credit denominated in a Foreign Currency.

“ Foreign Lender ” shall mean any Lender that is organized under the laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia.

“ Foreign Lending Office ” shall mean, as to any Revolving Facility Lender, the applicable branch, office or Affiliate of such Lender designated by such Lender to make Revolving Facility Loans to the German Borrower.

“ Foreign Loan Party ” shall mean any Loan Party that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia.

“ Foreign Pledge Agreement ” shall mean a pledge agreement with respect to the Pledged Collateral that constitutes Equity Interests of a Foreign Subsidiary, governed by the law of the jurisdiction of organization of such Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; provided , that in no event shall more than 65% of the

27

issued and outstanding voting Equity Interests of such Foreign Subsidiary be pledged to secure the Domestic Obligations.

“ Foreign Subsidiary ” shall mean any Subsidiary that is incorporated or organized, constituted or amalgamated under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia.

“ Foreign Subsidiary Loan Party ” shall mean any Subsidiary Loan Party that is a Foreign Subsidiary.

“ Fund ” shall mean Apollo Management VI, L.P.

“ Fund Affiliates ” shall mean (i) each Affiliate of the Fund (together with the Fund, the “Apollo Sponsors”), (ii) any individual who is a partner or employee of Apollo Management, L.P., Apollo Management IV, L.P. or Apollo Management V, L.P. and (iii) any person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Apollo Sponsor, provided, in the case of this clause (iii), that any Apollo Sponsor (x) owns a majority of the voting power and (y) controls a majority of the Board of Directors of Intermediate Holdings.

“ Fund Termination Fees ” shall have the meaning specified in Section 6.07(b)(xiv).

“ GAAP ” shall mean generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis, subject to the provisions of Section 1.02; provided that any reference to the application of GAAP in Sections 3.13(b), 3.20, 5.03, 5.07 and 6.02(e) to a Foreign Subsidiary (and not as a consolidated Subsidiary of Intermediate Holdings) shall mean generally accepted accounting principles in effect from time to time in the jurisdiction of organization of such Foreign Subsidiary.

“ GaN Business ” shall mean the assets and activities of Intermediate Holdings and its Subsidiaries relating primarily to the development and production of gallium nitride, including through joint ventures.

“ GECC ” shall mean General Electric Capital Corporation.

“ Governmental Authority ” shall mean any federal, state, provincial, territorial, municipal, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

“ Guarantee ” of or by any person (the “ guarantor ”) shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any security for the

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payment of such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part) or (v) as an account party in respect of any letter of credit, bank guarantee or other letter of guaranty issued to support such Indebtedness or other obligation, or (b) any Lien on any assets of the guarantor securing any Indebtedness (or any existing right, contingent or otherwise, of the holder of Indebtedness to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor; provided , however , the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted by this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“ Guaranteed Swap Agreement ” shall mean any Swap Agreement that (i) is in effect on the Closing Date with a counterparty that is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent as of the Closing Date or (ii) is entered into after the Closing Date with any counterparty that is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent at the time such Swap Agreement is entered into.

“ Guarantee Agreement ” shall mean the Guarantee Agreement, in the form of Exhibit E, among the Loan Parties and the Collateral Agent.

“ guarantor ” shall have the meaning assigned to such term in the definition of the term “Guarantee.”

“ Hazardous Materials ” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including explosive or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls or radon gas, of any nature subject to regulation or which can give rise to liability under any Environmental Law.

“ Holdings ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“ Holdings PIK Note ” shall have the meaning assigned to such term in the first recital hereto.

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“ Holdings Warrants ” shall have the meaning assigned to such term in the first recital hereto.

“ Immaterial Subsidiary ” shall mean any Subsidiary (other than (i) the Borrowers and (ii) Japan Acquisition Co.) that, as of the last day of the fiscal quarter of Intermediate Holdings most recently ended, (a) did not have assets with a value in excess of 5.0% of the Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of Intermediate Holdings and the Subsidiaries on a consolidated basis as of such date and (b) when taken together with all other Immaterial Subsidiaries as of such date, did not have assets with a value in excess of 10.0% of the Consolidated Total Assets or revenues representing in excess of 10.0% of total revenues of Intermediate Holdings and the Subsidiaries on a consolidated basis as of such date.

“ Increased Amount Date ” shall have the meaning assigned to such term in Section 2.21.

“ Incremental Amount ” shall mean, at any time, the excess, if any, of (a) $300.0 million over (b) the aggregate amount of all Incremental Term Loan Commitments, Incremental Revolving Facility Commitments and Incremental Synthetic L/C Commitments established prior to such time pursuant to Section 2.21.

“ Incremental Assumption Agreement ” shall mean an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among any Borrower, the Administrative Agent and one or more Incremental Term Lenders, Incremental Revolving Facility Lenders or Incremental Synthetic L/C Lenders, as the case may be.

“ Incremental Commitment ” shall mean any Incremental Term Loan Commitment, Incremental Revolving Facility Commitment or Incremental Synthetic L/C Commitment, as the context may require.

“ Incremental Lender ” shall mean any Incremental Term Lender, Incremental Revolving Facility Lender or Incremental Synthetic L/C Lender, as the context may require.

“ Incremental Revolving Facility Commitment ” shall mean any increased or incremental Revolving Facility Commitment provided pursuant to Section 2.21.

“ Incremental Revolving Facility Lender ” shall mean a Lender with a Revolving Facility Commitment or an outstanding Revolving Facility Loan as a result of an Incremental Revolving Facility Commitment.

“ Incremental Term Facility ” shall mean the Incremental Term Loan Commitments and the Incremental Term Loans made hereunder.

“ Incremental Term Facility Lender ” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

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“ Incremental Term Facility Maturity Date ” shall mean, with respect to any series or tranche of Incremental Term Loans established pursuant to an Incremental Assumption Agreement, the maturity date for such Incremental Term Loans as set forth in such Incremental Assumption Agreement.

“ Incremental Term Loan Commitment ” shall mean the commitment of any Lender, established pursuant to Section 2.21, to make Incremental Term Loans to the German Borrower.

“ Incremental Term Loan Installment Date ” shall have, with respect to any series or tranche of Incremental Term Loans established pursuant to an Incremental Assumption Agreement, the meaning assigned to such term in Section 2.10(b)(iii).

“ Incremental Term Loans ” shall mean Term Loans made by one or more Lenders to the German Borrower pursuant to Section 2.01(d). Incremental Term Loans may be made in the form of additional Term B Loans or, to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement, Other Term Loans.

“ Indebtedness ” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (d) all obligations of such person issued or assumed as the deferred purchase price of property or services, to the extent that the same would be required to be shown as a long term liability on a balance sheet prepared in accordance with GAAP, (e) all Capital Lease Obligations of such person, (f) all net payments that such person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined, in respect of outstanding Swap Agreements, (g) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit and bank guarantees, (h) the principal component of all obligations of such person in respect of bankers’ acceptances, (i) all Guarantees by such person of Indebtedness described in clauses (a) to (h) above and (j) the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock); provided , that Indebtedness shall not include (A) trade payables, accrued expenses and intercompany current liabilities arising in the ordinary course of business, (B) prepaid or deferred revenue arising in the ordinary course of business, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy unperformed obligations of the seller of such asset or (D) earn-out obligations until such obligations become a liability on the balance sheet of such person in accordance with GAAP. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such person in respect thereof. To the extent not otherwise included, Indebtedness shall include the amount of any Receivables Net Investment.

“ Indemnified Taxes ” shall mean all Taxes other than Excluded Taxes.

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“ Indemnitee ” shall have the meaning assigned to such term in Section 9.05(b).

“ Ineligible Institution ” shall mean any of the persons identified in writing to the Administrative Agent by the Borrowers on the Closing Date, and as may be identified in writing to the Administrative Agent by the Borrowers from time to time thereafter, with the written consent of the Administrative Agent, by delivery of a notice thereof to the Administrative Agent setting forth such person or persons (or the person or persons previously identified to the Administrative Agent that are to be no longer considered “Ineligible Institutions”).

“ Information ” shall have the meaning assigned to such term in Section 3.14(a).

“ Information Memorandum ” shall mean the Confidential Information Memorandum dated November 2006, as modified or supplemented prior to the Closing Date.

“ Intellectual Property Rights ” shall have the meaning assigned to such term in Section 3.23.

“ Interest Election Request ” shall mean a request by a Borrower to convert or continue Revolving Facility Borrowing in accordance with Section 2.07.

“ Interest Expense ” shall mean, with respect to any person for any period, the sum of (a) gross interest expense of such person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to Swap Agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense, (b) capitalized interest of such person and (c) commissions, discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing which are payable to any person other than Intermediate Holdings, a Borrower or a Subsidiary Loan Party. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received and costs incurred by Intermediate Holdings and the Subsidiaries with respect to Swap Agreements.

“ Interest Payment Date ” shall mean, (a) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type, (b) with respect to any ABR Loan (other than a Swingline Loan) the last Business Day of each March, June, September and December and (c) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid pursuant to Section 2.09(a).

“ Interest Period ” shall mean (a) as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or 9 or 12 months, if at the time of the relevant Borrowing, all relevant Lenders consent to such interest periods), as the Borrower may

32

elect, or the date any Eurocurrency Borrowing is converted to an ABR Borrowing in accordance with Section 2.07 or repaid or prepaid in accordance with Section 2.09, 2.10 or 2.11 and (b) as to any Swingline Borrowing made by the German Borrower, the period commencing on the date of such Borrowing and ending on the day that is designated in the notice delivered pursuant to Section 2.04 with respect to such Swingline Borrowing, which shall not be later than the first date after such Swingline Loan is to be made that is the 15th or last day of a calendar month and is at least one Business Day after such Swingline Loan is made; provided , however , that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

“ Intermediate Holdings ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“ Investment ” shall have the meaning assigned to such term in Section 6.04.

“ Investor Preferred Stock ” shall have the meaning assigned to such term in Section 4.02(f) of this Agreement.

“ Issuing Bank ” shall mean JPMCB and each other Lender designated pursuant to Section 2.05(k), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(i). An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ Issuing Bank Fees ” shall have the meaning assigned to such term in Section 2.12(b).

“ Japan Acquisition Co. ” shall mean Momentive Performance Materials Japan GK, a company organized under the laws of Japan.

“ Japanese Intercompany Note ” shall mean the intercompany note issued by Japan Acquisition Co. to Intermediate Holdings on the Closing Date in an aggregate principal amount of approximately $900,000,000.

“ Japanese Subsidiary ” shall mean any Subsidiary organized and existing under the laws of Japan.

“ JPMCB ” shall mean JPMorgan Chase Bank, N.A.

“ Junior Financing ” shall have the meaning assigned to such term in Section 6.09(b).

“ L/C Disbursement ” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit. The amount of any L/C/ Disbursement made by an Issuing

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Bank in a Foreign Currency and not reimbursed by the German Borrower shall be determined as set forth in paragraph (e) or (m) of Section 2.05, as applicable.

“ L/C Exposure ” shall mean, at any time, the sum, without duplication, of the Revolving L/C Exposure and the Synthetic L/C Exposure at such time.

“ L/C Participation Fee ” shall have the meaning assigned such term in Section 2.12(b).

“ Lender ” shall mean each financial institution listed on Schedule 2.01 , as well as any person that becomes a “Lender” hereunder pursuant to Section 9.04. For the avoidance of doubt, the term “Lender” includes the Swingline Lender.

“ Lender Default ” shall mean (i) the refusal (which has not been retracted) of a Lender to make available its portion of any Borrowing, to acquire participations in a Swingline Loan pursuant to Section 2.04 or to fund its portion of any unreimbursed payment under Section 2.05(e), or (ii) a Lender having notified a Borrower and/or the Administrative Agent in writing that it does not intend to comply with its obligations under Section 2.04, 2.05 or 2.06.

“ Letter of Credit ” shall mean any letter of credit issued pursuant to Section 2.05, including any Foreign Currency Letter of Credit. Each Existing Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder on the Closing Date for all purposes of the Loan Documents.

“ LIBO Rate ” shall mean, with respect to any Eurocurrency Borrowing denominated in a currency other than euro for any Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”) for the relevant interest period, as published by Bloomberg (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the currency of the applicable Eurocurrency Borrowing (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided , that if such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the currency of the applicable Eurocurrency Borrowing for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by JPMCB and with a term equivalent to such Interest Period would be offered by JPMCB’s London Branch to major banks in the London interbank Eurocurrency market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“ Lien ” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest or similar encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, provided, that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

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“ Loan Documents ” shall mean this Agreement, the Letters of Credit, the Security Documents and any Promissory Note issued under Section 2.09(e), and solely for the purposes of Sections 4.02 and 7.01 hereof, the Administrative Fee Letter.

“ Loan Parties ” shall mean Holdings, Intermediate Holdings, the Borrowers and the Subsidiary Loan Parties.

“ Loans ” shall mean the Term B Loans, the Other Term Loans (if any), the Revolving Facility Loans and the Swingline Loans.

“ Local Time ” shall mean New York City time; provided , however , that, with respect to any notice given to or by, or any payment made to or by, the German Borrower in respect of Loans or Letters of Credit denominated in a currency other than Dollars, “Local Time” shall mean London time.

“ Long Term Interest Bearing Receivables ” shall mean any interest bearing receivables or other claims for payment as defined in marginal notes 20 and 37 ( Textziffer ) of the tax decree issued by the German Federal Ministry of Finance on 15 July 2004 (IV A 2 S 2742a 20/04) and together with marginal note 1 of the decree of the German Federal Ministry of Finance of 22 July 2005 (IV B 7 S 2742a 31/05) regarding the interpretation of Sec. 8 a German Income Corporate Tax Act ( Körperschaftsteuergesetzt – CITA ) in conjunction with the general administration guidelines on the German Trade Tax Act ( Gewerbesteuerrichtlinien ) which qualify as long term according to Sec. 8 No. 1 German Trade Tax Act ( Gewerbesteuergesetz ), if such interest-bearing receivable is owned by a major shareholder of a CITA Borrower within the meaning of the German thin capitalisation rules or a Related Person to such shareholder.

“ Majority Lenders ” shall mean (i) with respect to the Revolving Credit Facility at any time, Lenders under such Facility having (a) Revolving Facility Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused Commitments that taken together represent more than 50% of the sum of (w) all Revolving Facility Loans (other than Swingline Loans) outstanding, (x) Revolving L/C Exposures, (y) Swingline Exposures and (z) the total Available Unused Commitments at such time, (ii) with respect to the Term Facility, Lenders under such Facility having Term Loans outstanding that taken together represent more than 50% of the sum of all Term Loans outstanding at such time, (iii) with respect to any Tranche of the Term Facility, Lenders under such Tranche having Term Loans outstanding under such Tranche that taken together represent more than 50% of the sum of all Term Loans outstanding under such Tranche at such time and (iv) with respect to the Synthetic L/C Facility, Synthetic L/C Lenders having Synthetic L/C Exposure and Excess Credit-Linked Deposits that taken together represent more than 50% of the sum of the total Synthetic L/C Exposure and total Excess Credit-Linked Deposits at such time.

“ Management Group ” shall mean the group consisting of the directors, executive officers and other key management personnel of Holdings (prior to a Qualified IPO of Intermediate Holdings), Intermediate Holdings and its Subsidiaries, as the case may be, on the Closing Date together with (a) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of Holdings (prior to a Qualified IPO of Intermediate Holdings) or Intermediate Holdings or the Subsidiaries, as the case may be, was

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approved by a vote of a majority of the directors of Holdings (prior to a Qualified IPO of Intermediate Holdings), Intermediate Holdings or a Subsidiary, as the case may be, then still in office who were either directors on the Closing Date or whose election or nomination was previously so approved and (b) executive officers and other key management personnel of Holdings (prior to a Qualified IPO of Intermediate Holdings) or Intermediate Holdings and its Subsidiaries, as the case may be, hired at a time when the directors on the Closing Date together with the directors so approved constituted a majority of the directors of Holdings or Intermediate Holdings or a Subsidiary, as the case may be.

“ Margin Stock ” shall have the meaning assigned to such term in Regulation U.

“ Material Adverse Effect ” shall mean a material adverse effect on the business, property, operations or condition of Holdings, Intermediate Holdings and its Subsidiaries, taken as a whole, or the validity or enforceability of any of the material Loan Documents or the rights and remedies of the Administrative Agent and the Lenders thereunder; provided , however , that solely for purposes of determining whether the condition in Section 4.01(b) has been satisfied in connection with the Credit Events on the Closing Date, any reference to “Material Adverse Effect” in any of the representations and warranties referred to in Section 4.01(b) shall mean, “Material Adverse Effect” as defined in the Acquisition Agreement.

“ Material Indebtedness ” shall mean Indebtedness (other than Letters of Credit), in each case of any one or more of Intermediate Holdings or any Subsidiary, in an aggregate principal amount exceeding $35.0 million.

“ Material Subsidiary ” shall mean any Subsidiary other than Immaterial Subsidiaries.

“ Maximum Rate ” shall have the meaning assigned to such term in Section 9.09.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgaged Properties ” shall mean the Real Properties owned in fee by the Loan Parties that are set forth on Schedule 1.01(b) and each additional Real Property encumbered by a Mortgage pursuant to Section 5.10.

“ Mortgages ” shall mean, collectively, the mortgages, immovable hypothecs, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents delivered with respect to Mortgaged Properties, each substantially in the form of Exhibit D (with such changes or in such other form as reasonably consented to by the Administrative Agent and the applicable Loan Party to account for local law matters), as amended, supplemented or otherwise modified from time to time.

“ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which Intermediate Holdings or any Subsidiary or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding six plan years made or accrued an obligation to make contributions.

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“ Net Income ” shall mean, with respect to any person, the net income (loss) of such person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“ Net Proceeds ” shall mean:

(a) 100% of the cash proceeds actually received by any Borrower or any Subsidiary Loan Party (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received) from any Asset Sale (other than those pursuant to Section 6.05(a), (b), (c), (d) (except as contemplated by Section 6.03(b)(ii)), (e), (f), (h), (i), (j), (m), (p) or (q)), net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations relating to the applicable asset to the extent such debt or obligations are secured by a Lien permitted hereunder (other than pursuant to the Loan Documents) on such asset, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) Taxes paid or payable as a result thereof, and (iii) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by any Borrower or any of the Subsidiaries including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Asset Sale occurring on the date of such reduction); provided , that, if no Event of Default exists and a Borrower shall deliver a certificate of a Responsible Officer of such Borrower to the Administrative Agent promptly following receipt of any such proceeds setting forth such Borrower’s intention to use any portion of such proceeds (other than the Non-Reinvestment Percentage of any proceeds from a sale of the Quartz Business pursuant to Section 6.05(r)), to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of such Borrower and its Subsidiaries or to make investments in Permitted Business Acquisitions, in each case within 15 months of such receipt (such portion of the proceeds, the “ Reinvestment Proceeds ”), then such Reinvestment Proceeds shall not constitute Net Proceeds except to the extent not, within 15 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of the Reinvestment Proceeds are not so used within such 15-month period but within such 15-month period are contractually committed to be used, such proceeds shall be used within a period of three years from the receipt thereof, and, upon the termination of such contract or expiration of the three-year period, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso); provided , further , that (x) no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed $5.0 million, (y) no proceeds shall constitute Net Proceeds in any fiscal year until the aggregate amount of all such proceeds in such

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fiscal year shall exceed $10.0 million, and (z) at any time during the three-year reinvestment period contemplated by the immediately preceding proviso above, if, on a Pro Forma Basis after giving effect to the Asset Sale and the application of the proceeds thereof, the Senior Secured Leverage Ratio is less than or equal to 2.00 to 1.00, up to $75.0 million of such proceeds shall not constitute Net Proceeds; and

(b) 100% of the cash proceeds from the incurrence, issuance or sale by any Borrower or any Subsidiary Loan Party of any Indebtedness (other than Excluded Indebtedness), net of all taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to any Borrower or any Affiliate of any Borrower shall not constitute an expense that is deducted from gross proceeds, except for financial advisory fees customary in type and amount paid to Affiliates of the Fund and otherwise not prohibited from being paid hereunder.

“ Non-Consenting Lender ” shall have the meaning assigned to such term in Section 2.19(c).

“ Non-Reinvestment Percentage ” shall mean, at any time, the applicable percentage set forth below under the caption “Non-Reinvestment Percentage” and based upon the Senior Secured Leverage Ratio in effect at such time (determined on a Pro Forma Basis after giving effect to the sale of the Quartz Business and the application of the proceeds thereof):

“ Notes ” shall mean the Senior Unsecured Notes and the Senior Subordinated Notes.

“ Obligations ” shall mean (a) for purposes of the definition of “Domestic Obligations”, “Obligations” as defined in the Guarantee Agreement and (b) for all other purposes in this Agreement, “Loan Document Obligations” as defined in the Guarantee Agreement.

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“ Offering Memorandum ” shall mean the Offering Memorandum, dated November 28, 2006, in respect of the Notes.

“ One-Time Swingline Borrowing Date ” shall mean a single date chosen by either Borrower, which date shall not be later than the 45th day after the Closing Date, on which the One-Time Swingline Loans, if any, are made to one or more of the Borrowers pursuant to the second sentence of Section 2.04(a).

“ One-Time Swingline Loan ” shall mean the swingline loans, if any, made by the U.S. Swingline Lender to the U.S. Borrower or by the Euro Swingline Lender to the German Borrower on the One-Time Swingline Borrowing Date pursuant to the second sentence of Section 2.04(a).

“ Other Credit-Linked Deposits ” shall have the meaning assigned to such term in Section 2.21.

“ Other Taxes ” shall mean any and all present or future stamp or documentary taxes or any other excise, transfer, sales, property, intangible, mortgage recording or registration or similar taxes, charges or levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, the Loan Documents, and any and all interest and penalties related thereto (but not Excluded Taxes described in clause (a), clause (b) and, to the extent any Borrower has reasonably requested applicable certificates and/or forms from the Lender, clause (c)(y) of the definition of Excluded Taxes and, for the avoidance of doubt, not taxes on amounts payable to Lenders hereunder that would be imposed on Lenders as a result of the provision of German real estate as Collateral).

“ Other Term Loans ” shall have the meaning assigned to such term in Section 2.21.

“ Overdraft Line ” shall have the meaning assigned to such term in Section 6.01(w).

“ Parent Entity ” shall mean any direct or indirect parent of Intermediate Holdings.

“ Participant ” shall have the meaning assigned to such term in Section 9.04(c).

“ Participating Member State ” shall mean each state so described in any EMU Legislation.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“ Pension Act ” means the Pension Protection Act of 2006, as amended.

“ Perfection Certificate ” shall mean the Perfection Certificate with respect to the Borrowers and the other Loan Parties in a form reasonably satisfactory to the Administrative Agent.

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“ Permitted Business Acquisition ” shall mean any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, or merger or consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person, division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with a fair market value in excess of $20.0 million, Intermediate Holdings and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such acquisition or investment and any related transactions; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) any person acquired in such acquisition, if acquired by a Borrower or a Subsidiary Loan Party by merger, shall be merged or amalgamated into a Borrower or a Subsidiary Loan Party or, if required by Section 5.10, become upon consummation of such acquisition a Subsidiary Loan Party, and (vi) the aggregate amount of such acquisitions and investments in assets that are not owned by the Borrowers or Subsidiary Loan Parties or in Equity Interests in persons that are not Subsidiary Loan Parties or persons that do not become Subsidiary Loan Parties upon consummation of such acquisition shall not exceed the greater of (x) 4.50% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such acquisition or investment for which financial statements have been delivered pursuant to Section 5.04 and (y) $202.5 million.

“ Permitted Cure Securities ” shall mean any equity securities of Holdings other than Disqualified Stock upon which all dividends or distributions (if any) shall, prior to 91 days after the Revolving Facility Maturity Date, be payable solely in additional shares of such equity security.

“ Permitted Holder ” shall mean any of (i) the Fund and the Fund Affiliates, (ii) the Seller and its Affiliates and (iii) the Management Group and any family member of or family trust established by a member of the Management Group.

“ Permitted Investments ” shall mean:

(a) direct obligations of the United States of America or any member of the European Union or any agency thereof or obligations guaranteed by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years;

(b) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits in excess of $250 million and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

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(c) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above;

(d) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P-1 (or higher) according to Moody’s, or A-1 (or higher) according to S&P;

(e) securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A by Moody’s;

(f) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (a) through (e) above;

(g) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000.0 million; and

(h) time deposit accounts, certificates of deposit and money market deposits (in each case with or from a bank meeting the qualifications described in clause (b) above) in an aggregate face amount not in excess of 0.5% of the total assets of the Borrower and the Subsidiaries, on a consolidated basis, as of the end of the Borrower’s most recently completed fiscal year; and

(i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.

“ Permitted Liens ” shall have the meaning assigned to such term in Section 6.02.

“ Permitted Receivables Documents ” shall mean all documents and agreements evidencing, relating to or otherwise governing a Permitted Receivables Financing.

“ Permitted Receivables Financing ” shall mean one or more transactions by a Subsidiary pursuant to which such Subsidiary may sell, convey or otherwise transfer to one or more Special Purpose Receivables Subsidiaries or to any other Person, or may grant a security interest in, any Receivables Assets (whether now existing or arising in the future) of such Subsidiary, and any assets related thereto including all contracts and all guarantees or other obligations in respect of such Receivables Assets, the proceeds of such Receivables Assets and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with sales, factoring or securitizations involving Receivables

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Assets; provided that (A) recourse to Intermediate Holdings or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) in connection with such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/”absolute transfer” opinion with respect to any transfer by Intermediate Holdings or any Subsidiary (other than a Special Purpose Receivables Subsidiary)), (B) the aggregate Receivables Net Investment in respect of Japanese Subsidiaries outstanding at any time shall not exceed an amount equal to the excess of (1) $80 million over (2) the sum of (x) the aggregate VAT Receivables Net Investment in respect of Japanese Subsidiaries outstanding as of such time and (y) the aggregate Receivables Net Investment in respect of Subsidiaries other than Japanese Subsidiaries outstanding at such time, and (C) the aggregate Receivables Net Investment in respect of Subsidiaries other than Japanese Subsidiaries outstanding at any time shall not exceed $30 million.

“ Permitted Refinancing Indebtedness ” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “ Refinance ”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided , that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium thereon and underwriting discounts, fees, commissions and expenses), (b) except with respect to Section 6.01(i), (i) the weighted average life to maturity of such Permitted Refinancing Indebtedness is not shorter than the weighted average life to maturity of the Indebtedness being Refinanced and (ii) the maturity of such Permitted Refinancing Indebtedness is not earlier than 90 days after the Revolving Facility Maturity Date (or, if earlier, the stated maturity of the Indebtedness being Refinanced), (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Agreement or any Guarantees thereof, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Obligations or such guarantees on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall have different obligors, or greater guarantees or security, than the Indebtedness being Refinanced ( provided that (i) Indebtedness (other than the Notes) (A) of any Loan Party may be Refinanced to add or substitute as an obligor another Loan Party that is reasonably satisfactory to the Administrative Agent and (B) of any Subsidiary that is not a Loan Party may be Refinanced to add or substitute as an obligor another Subsidiary that is not a Loan Party and is reasonably satisfactory to the Administrative Agent and (ii) other guarantees and security may be added to the extent then permitted under Article VI) and (e) if the Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral (including in respect of working capital facilities of Foreign Subsidiaries otherwise permitted under this Agreement only, any collateral pursuant to after-acquired property clauses to the extent any such collateral secured the Indebtedness being Refinanced) on terms no less favorable to the Secured Parties than those contained in the documentation (including any intercreditor agreement) governing the Indebtedness being Refinanced; provided , however , that any Lien on Collateral securing Permitted Refinancing Indebtedness incurred pursuant to Section 6.01(b) shall be subordinated to the Liens granted under the Loan Documents and an intercreditor agreement reasonably

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satisfactory to the Administrative Agent shall be entered into providing that such new Liens will be subordinated to the Liens granted under the Loan Documents on customary terms.

“ person ” shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.

“ Plan ” shall mean any employee pension benefit plan, as such term is defined in Section 3(2) of ERISA, (other than a Multiemployer Plan), (i) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, (ii) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by Intermediate Holdings, any Subsidiary or any ERISA Affiliate, or (iii) in respect of which Intermediate Holdings, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Platform ” shall have the meaning assigned to such term in Section 9.17(b).

“ Pledged Collateral ” shall have the meaning assigned to such term in the Collateral Agreements.

“ Pricing Grid ” shall mean, with respect to the Revolving Facility Loans and Swingline Loans, the table set forth below:

For the purposes of the Pricing Grid, changes in the Applicable Margin and Applicable Commitment Fee resulting from changes in the Senior Secured Leverage Ratio shall become effective on the date (the “ Adjustment Date ”) that is three Business Days after the date

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on which financial statements are delivered to the Lenders pursuant to Section 5.04, commencing with the delivery of such financial statements for the first full fiscal quarter of Intermediate Holdings commencing after the Closing Date, and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 5.04, then, at the option of the Administrative Agent or the Required Lenders, until the date that is three Business Days after the date on which such financial statements are delivered, the pricing level that is one pricing level higher than the pricing level theretofore in effect shall apply as of the first Business Day after the date on which such financial statements were to have been delivered but were not delivered. Each determination of the Senior Secured Leverage Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 6.11 that would be made during any period during which the Financial Maintenance Covenant is in effect.

“ primary obligor ” shall have the meaning given such term in the definition of the term “Guarantee.”

“ Pro Forma Adjusted EBITDA ” shall have the meaning assigned to such term in Section 3.05.

“ Pro Forma Basis ” shall mean, as to any person, for any events as described below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “ Reference Period ”): (i) in making any determination of EBITDA, effect shall be given to any Asset Sale, any acquisition, Investment, disposition, merger or consolidation (or any similar transaction or transactions not otherwise permitted under Section 6.04 or 6.05 that require a waiver or consent of the Required Lenders and such waiver or consent has been obtained), any dividend, distribution or other similar payment, any designation of any Subsidiary as an Unrestricted Subsidiary and any Subsidiary Redesignation, and any restructurings of the business of Intermediate Holdings or any of the Subsidiaries that are expected to have a continuing impact and are factually supportable, which would include cost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings, which adjustments Intermediate Holdings determines are reasonable as set forth in a certificate of a Financial Officer of Intermediate Holdings (the foregoing, together with any transactions related thereto or in connection therewith, the “relevant transactions”), in each case that occurred during the Reference Period (or, in the case of determinations made pursuant to the definition of the term “Permitted Business Acquisition” or pursuant to Sections 2.11(b), 6.01(h), 6.01(r), 6.02(u) or 6.06(e), occurring during the Reference Period or thereafter and through and including the date upon which the respective Permitted Business Acquisition or incurrence of Indebtedness or Liens or dividend is consummated), (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes, in each case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Reference Period (or, in the case of determinations made pursuant to the definition of

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the term “Permitted Business Acquisition” or pursuant to Sections 2.11(b), 6.01(h), 6.01(r), 6.02(u) or 6.06(e), occurring during the Reference Period or thereafter and through and including the date upon which the respective Permitted Business Acquisition or incurrence of Indebtedness or Liens or dividend is consummated) shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period and (y) Interest Expense of such person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods and (iii) (A) any Subsidiary Redesignation then being designated, effect shall be given to such Subsidiary Redesignation and all other Subsidiary Redesignations after the first day of the relevant Reference Period and on or prior to the date of the respective Subsidiary Redesignation then being designated, collectively, and (B) any designation of a Subsidiary as an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries after the first day of the relevant Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary, collectively.

Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a Responsible Officer of Intermediate Holdings and may include (1) for any fiscal period ending on or prior to the second anniversary of any relevant pro forma event, adjustments appropriate to reflect operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from such relevant pro forma event (including, to the extent applicable, the Transactions) and (2) for any fiscal period ending on or prior to the second anniversary of the Closing Date, all adjustments of the type used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in the “Summary Historical and Pro Forma Financial Information” portion of the “Offering Circular Summary” in the Offering Memorandum. Intermediate Holdings shall deliver to the Administrative Agent a certificate of a Financial Officer of Intermediate Holdings setting forth such demonstrable or additional operating expense reductions and other operating improvements, synergies or cost savings and information and calculations supporting them in reasonable detail.

“ Pro Forma Compliance ” shall mean, at any date of determination on which the Financial Performance Covenant otherwise applies, that Intermediate Holdings and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to the relevant transactions (including the assumption, the issuance, incurrence and permanent repayment of Indebtedness), with the Financial Performance Covenant recomputed as at the last day of the most recently ended fiscal quarter of Intermediate Holdings and its Subsidiaries for which the financial statements and certificates required pursuant to Section 5.04 have been delivered, and Intermediate Holdings shall have delivered to the Administrative Agent a certificate of a Responsible Officer of Intermediate Holdings to such effect, together with all relevant financial information.

“ Pro Forma EBITDA ” shall have the meaning assigned to such term in Section 3.05(a).

“ Pro Forma Financial Statements ” shall have the meaning assigned to such term in Section 3.05(a).

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“ Pro Rata Share ” shall mean, (a) with respect to any Revolving Facility Lender at any time, the percentage of the total Revolving Facility Commitments represented by such Lender’s Revolving Facility Commitment and (b) with respect to any Synthetic L/C Lender at any time, the percentage of the total Credit-Linked Deposits represented by such Lender’s Credit-Linked Deposit. If the Revolving Facility Commitments have terminated or expired, the Revolving Facility Lenders’ Pro Rata Shares shall be determined based upon the Revolving Facility Commitments most recently in effect, giving effect to any assignments. If the Credit-Linked Deposits have been applied in full to reimburse Synthetic L/C Disbursements, the Synthetic L/C Lenders’ Pro Rata Shares shall be determined based upon the Credit-Linked Deposit most recently in effect, giving effect to any assignments.

“ Projections ” shall mean the projections of Intermediate Holdings and the Subsidiaries included in the Information Memorandum and any other projections and any forward-looking statements (including statements with respect to booked business) of such entities furnished to the Lenders or the Administrative Agent by or on behalf of Intermediate Holdings or any of the Subsidiaries prior to the Closing Date.

“ Promissory Note ” shall have the meaning assigned to such term in Section 2.09(e).

“ Qualified CFC Holding Company ” shall mean a Wholly Owned Subsidiary of a Domestic Loan Party that is a Delaware limited liability company that is treated as a disregarded entity for U.S. federal income tax purposes, that (a) is in compliance with Section 6.15 and (b) the primary asset of which consists of Equity Interests in either (i) a Foreign Subsidiary or(ii) a Delaware limited liability company that is in compliance with Section 6.15 and the primary asset of which consists of Equity Interests in a Foreign Subsidiary.

“ Qualified Equity Interests ” shall mean any Equity Interests other than Disqualified Stock.

“ Qualified IPO ” shall mean an underwritten public offering of the Equity Interests of Holdings, Intermediate Holdings or any Parent Entity which generates cash proceeds of at least $50.0 million.

“ Quartz Business ” shall have the meaning assigned to such term in the recitals hereto.

“ Real Property ” shall mean, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any Loan Party, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures incidental to the ownership or lease thereof.

“ Receivables Assets ” shall mean accounts receivable (including any bills of exchange) and related assets and property from time to time originated, acquired or otherwise owned by any Subsidiary.

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“ Receivables Net Investment ” shall mean the aggregate cash amount paid by the lenders or purchasers under any Permitted Receivables Financing in connection with their purchase of, or the making of loans secured by, Receivables Assets or interests therein, as the same may be reduced from time to time by collections with respect to such Receivables Assets or otherwise in accordance with the terms of the Permitted Receivables Documents (but excluding any such collections used to make payments of items included in clause (c) of the definition of Interest Expense); provided, however, that if all or any part of such Receivables Net Investment shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such Receivables Net Investment shall be increased by the amount of such distribution, all as though such distribution had not been made.

“ Reference Period ” shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis.”

“ Refinance ” shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” and “ Refinanced ” shall have a meaning correlative thereto.

“ Register ” shall have the meaning assigned to such term in Section 9.04(b).

“ Regulation U ” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Related Parties ” shall mean, with respect to any specified person, such person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such person and such person’s Affiliates.

“ Related Person ” shall mean means any person or entity related to a major shareholder (in the meaning of the German thin capitalisation rules) of a CITA Borrower within the meaning of Sec. 1 para 2 of the German Foreign Relations Tax Act (Außensteuergesetz), other than the relevant CITA Borrower itself.

“ Release ” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the environment.

“ Remaining Present Value ” shall mean, as of any date with respect to any lease, the present value as of such date of the scheduled future lease payments with respect to such lease, determined with a discount rate equal to a market rate of interest for such lease reasonably determined at the time such lease was entered into.

“ Reportable Event ” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan

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(other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

“ Required Lenders ” shall mean, at any time, Lenders having (a) Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures, (d) Synthetic L/C Exposures, (e) Excess Credit-Linked Deposits and (f) Available Unused Commitments, that taken together, represent more than 50% of the sum of (u) all Loans (other than Swingline Loans) outstanding, (v) Revolving L/C Exposures, (w) Swingline Exposures, (x) Synthetic L/C Exposures, (y) Excess Credit-Linked Deposits and (z) the total Available Unused Commitments at such time. The Loans, Revolving L/C Exposures, Swingline Exposures, Synthetic L/C Exposures, Excess Credit-Linked Deposits and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“ Required Percentage ” shall mean, with respect to an Excess Cash Flow Period (or Excess Cash Flow Interim Period), 50%; provided , that (a) if the Senior Secured Leverage Ratio at the end of the Applicable Period (or Excess Cash Flow Interim Period) is greater than 1.50:1.00 but less than or equal to 2.00:1.00, such percentage shall be 25%, and (b) if the Senior Secured Leverage Ratio at the end of the Applicable Period (or Excess Cash Flow Interim Period) is less than or equal to 1.50:1.00, such percentage shall be 0%.

“ Responsible Officer ” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement.

“ Retained Excess Cash Flow Overfunding ” shall mean, with respect to any Excess Cash Flow Period (the “ Reference Excess Cash Flow Period ”), (a) at any time occurring prior to the delivery of financial statements pursuant to Section 5.04 for such Reference Excess Cash Flow Period, an amount equal to the amount by which (i) the product of (x) the Excess Cash Flow for the most recently ended Excess Cash Flow Interim Period and (y) the Retained Percentage for such Excess Cash Flow Interim Period is less than (ii) the product of (x) the Excess Cash Flow for the Excess Cash Flow Interim Period immediately preceding the period described in clause (a)(i) that ended during such Reference Excess Cash Flow Period and (y) the Retained Percentage for such Retained Excess Cash Flow Period and (b) at any time occurring following the delivery of financial statements pursuant to Section 5.04 for the Reference Excess Cash Flow Period and prior to delivery of financial statements pursuant to Section 5.04 for the Excess Cash Flow Interim Period immediately succeeding such Reference Excess Cash Flow Period, an amount equal to the amount by which (i) the product of (x) the Excess Cash Flow for such Reference Excess Cash Flow Period and (y) the Retained Percentage for such Reference Excess Cash Flow Period is less than (ii) the product of (x) the Excess Cash Flow for the most recently ended Excess Cash Flow Interim Period and (y) the Retained Percentage for such Excess Cash Flow Interim Period.

“ Retained Percentage ” shall mean, with respect to any Excess Cash Flow Period (or Excess Cash Flow Interim Period), (a) 100% minus (b) the Required Percentage with respect to such Excess Cash Flow Period (or Excess Cash Flow Interim Period).

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“ Revolving Credit Facility ” shall mean the Revolving Facility Commitments (including any Incremental Revolving Facility Commitments) and the extensions of credit made hereunder by the Revolving Facility Lenders.

“ Revolving Facility Borrowing ” shall mean a Borrowing comprised of Revolving Facility Loans.

“ Revolving Facility Commitment ” shall mean, with respect to each Revolving Facility Lender, the commitment of such Revolving Facility Lender to make Revolving Facility Loans pursuant to Section 2.01, expressed as an amount representing the maximum aggregate permitted amount of such Revolving Facility Lender’s Revolving Facility Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04, and (c) increased as provided under Section 2.21. The initial amount of each Revolving Facility Lender’s Revolving Facility Commitment is set forth on Schedule 2.01 , or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Revolving Facility Lender shall have assumed its Revolving Facility Commitment (or Incremental Revolving Facility Commitment), as applicable. The initial aggregate amount of the Revolving Facility Lenders’ Revolving Facility Commitments (prior to any Incremental Revolving Facility Commitments) is $300.0 million.

“ Revolving Facility Exposure ” shall mean, with respect to the Revolving Credit Facility at any time, the sum of (a) the Dollar Equivalent of the aggregate principal amount of the Revolving Facility Loans (other than Swingline Loans) outstanding under the Revolving Credit Facility at such time, (b) the Swingline Exposure under the Revolving Credit Facility at such time and (c) the Revolving L/C Exposure under the Revolving Credit Facility at such time. The Revolving Facility Exposure of any Revolving Facility Lender under the Revolving Credit Facility at any time shall be the product of (x) such Lender’s Pro Rata Share and (y) the aggregate Revolving Facility Exposure of all Revolving Facility Lenders, collectively, at such time.

“ Revolving Facility Lender ” shall mean a Lender (including an Incremental Revolving Facility Lender) with a Revolving Facility Commitment or with outstanding Revolving Facility Loans.

“ Revolving Facility Loan ” shall mean a Loan made by a Revolving Facility Lender pursuant to Section 2.01.

“ Revolving Facility Maturity Date ” shall mean December 3, 2012.

“ Revolving L/C Disbursement ” shall mean any L/C Disbursement pursuant to a Revolving Letter of Credit.

“ Revolving L/C Exposure ” shall mean, with respect to the Revolving Credit Facility as the context requires, at any time, the sum of (a) the Dollar Equivalent of the aggregate undrawn amount of all Revolving Letters of Credit at such time and (b) the Dollar Equivalent of the aggregate principal amount of all Revolving L/C Disbursements that have not yet been reimbursed at such time. The Revolving L/C Exposure of any Revolving Facility Lender under

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the Revolving Credit Facility at any time shall be the product of (x) such Lender’s Pro Rata Share and (y) the aggregate Revolving L/C Exposure of all Revolving Facility Lenders, collectively, at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“ Revolving Letters of Credit ” shall mean any Letter of Credit that is not a Synthetic Letter of Credit.

“ Revolving Swingline Loans ” shall mean the swingline loans made to any Borrower pursuant to the first sentence of Section 2.04(a).

“ S&P ” shall mean Standard & Poor’s Ratings Group, Inc.

“ Sale and Lease-Back Transaction ” shall have the meaning assigned to such term in Section 6.03.

“ SEC ” shall mean the Securities and Exchange Commission or any successor thereto.

“ Second-Priority Lien ” shall mean any Lien that is subordinated to the Liens securing the Obligations pursuant to, and otherwise subject to the terms of, any intercreditor agreement reasonably satisfactory to the Administrative Agent.

“ Secured Parties ” shall mean the “Secured Parties” as defined in the Collateral Agreements.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Security Documents ” shall mean the Mortgages, the Collateral Agreements, the Foreign Pledge Agreements, the First-Tier Subsidiary Pledge Agreement, the Foreign Guarantee Agreements, the Intercreditor Agreement and each of the security agreements, hypothecs and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.10.

“ Seller ” shall have the meaning assigned to such term in the recitals hereto.

“ Senior Secured Leverage Ratio ” shall mean, on any date, the ratio of (a) Total Senior Secured Net Debt as of such date to (b) EBITDA for the period of four consecutive fiscal quarters of Intermediate Holdings most recently ended as of such date, all determined for

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Intermediate Holdings and the Subsidiaries on a consolidated basis in accordance with GAAP; provided , that EBITDA shall be determined for the relevant Test Period on a Pro Forma Basis.

“ Senior Subordinated Note Documents ” shall mean the Senior Subordinated Notes and the Senior Subordinated Notes Indenture.

“ Senior Subordinated Notes ” shall mean the Intermediate Holdings’s 11.500% Senior Subordinated Notes due 2016, issued pursuant to the Senior Subordinated Notes Indenture, and any notes issued by Intermediate Holdings in exchange for, and as contemplated by, the Senior Subordinated Notes and the related registration rights agreement with substantially identical terms as the Senior Subordinated Notes.

“ Senior Subordinated Notes Indenture ” shall mean the Indenture dated as of December 4, 2006 under which the Senior Subordinated Notes were issued, among Intermediate Holdings and certain of the Subsidiaries party thereto and the trustee named therein from time to time, as in effect on the Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

“ Senior Unsecured Note Documents ” shall mean the Senior Unsecured Notes and the Senior Unsecured Notes Indenture.

“ Senior Unsecured Notes ” shall mean Intermediate Holdings’s (i) Dollar-denominated 9.750% Senior Notes due 2014, (ii) euro-denominated 9.00% Senior Notes due 2014 and (iii) Dollar-denominated 10.125%/10.875% Senior Toggle Notes due 2014, in each case issued pursuant to the Senior Notes Indenture, and any notes issued by Intermediate Holdings in exchange for, and as contemplated by, the Senior Unsecured Notes and the related registration rights agreement with substantially identical terms as the Senior Unsecured Notes.

“ Senior Unsecured Notes Indenture ” shall mean the Indenture dated as of December 4, 2006 under which the Senior Unsecured Notes were issued, among Intermediate Holdings and certain of the Subsidiaries party thereto and the trustee named therein from time to time, as in effect on the Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

“ Silicones Business ” shall have the meaning assigned to such term in the first recital hereto.

“ Special Purpose Receivables Subsidiary ” shall mean a Subsidiary of Intermediate Holdings established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with Holdings, Intermediate Holdings or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event Holdings, Intermediate Holdings or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law).

“ Spot Rate ” shall mean, on any day, with respect to any currency in relation to Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 12:00 noon, London time, on such date on the Reuters World Currency Page for

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such currency. In the event that such rate does not appear on the applicable Reuters World Currency Page, the Spot Rate shall be calculated by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowers, or, in the absence of such agreement, such Spot Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent, at or about 11:00 a.m., London time, on such date for the purchase of Dollars for delivery two Business Days later; provided that if, at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrowers, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“ Statutory Reserves ” shall mean, with respect to any currency, any reserve, liquid asset or similar requirements established by any central bank, monetary authority, the Board or other Governmental Authority of the United States of America or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to Loans in such currency are determined, expressed in the case of each such requirement as a decimal. Such reserves shall include those imposed pursuant to Regulation D of the Board. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset, fee or similar requirement.

“ Subagent ” shall have the meaning assigned to such term in Section 8.02.

“ Subordinated Intercompany Debt ” shall have the meaning assigned to such term in Section 6.01(e).

“ subsidiary ” shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” shall mean, unless the context otherwise requires, a direct or indirect subsidiary of Intermediate Holdings (including the Borrowers). Notwithstanding the foregoing (and except for purposes of Sections 3.09, 3.13, 3.15, 3.16, 5.03, 5.06, 5.09 and 7.01(k), and the definition of Unrestricted Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not to be a Subsidiary for purposes of this Agreement.

“ Subsidiary Loan Party ” shall mean (a) each Subsidiary listed on Schedule 1.01(d) on the Closing Date and (b) each additional Subsidiary that satisfies the Collateral and Guarantee Requirement after the Closing Date.

“ Subsidiary Redesignation ” shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.01.

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“ Swap Agreement ” shall mean any agreement with respect to any swap, forward, future, derivative or foreign exchange spot transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided , that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Intermediate Holdings or any of the Subsidiaries shall be a Swap Agreement.

“ Swingline Borrowing ” shall mean a Borrowing comprised of Swingline Loans.

“ Swingline Borrowing Request ” shall mean a request by a Borrower substantially in the form of Exhibit C-2 .

“ Swingline Commitments ” shall mean, collectively, the U.S. Swingline Commitment, the Euro Swingline Commitment, the U.S. One-Time Swingline Commitment and the Euro One-Time Swingline Commitment.

“ Swingline Exposure ” shall mean, in respect of the Revolving Credit Facility at any time, the Dollar Equivalent of the aggregate principal amount of all outstanding Swingline Borrowings under the Revolving Credit Facility at such time. The Swingline Exposure of any Revolving Facility Lender under the Revolving Credit Facility at any time shall be the product of (x) such Lender’s Pro Rata Share and (y) the aggregate Swingline Exposure of all Revolving Facility Lenders at such time.

“ Swingline Lender ” shall mean any of (i) the U.S. Swingline Lender and (ii) the Euro Swingline Lender, as the context requires.

“ Swingline Loans ” shall mean the Revolving Swingline Loans and the One-Time Swingline Loans, if any, made pursuant to Section 2.04.

“ Synthetic L/C Commitment ” shall mean, with respect to each Lender, the Dollar amount that such Synthetic L/C Lender is required hereby to deposit as its Credit-Linked Deposit, as set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender assumed its Synthetic L/C Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 and (c) increased as provided under Section 2.21.

“ Synthetic L/C Disbursement ” shall mean any L/C Disbursement pursuant to a Synthetic Letter of Credit.

“ Synthetic L/C Facility ” shall mean the Credit-Linked Deposits and the Synthetic Letters of Credit.

“ Synthetic L/C Exposure ” shall mean, at any time, the sum of (a) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Synthetic Letters of Credit at such time and (b) the Dollar Equivalent of the aggregate amount of all Synthetic L/C

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Disbursements that have not yet been reimbursed by or on behalf of the German Borrower at such time. The Synthetic L/C Exposure of any Synthetic L/C Lender at any time shall be such Lender’s Pro Rata Share of the aggregate Synthetic L/C Exposure of all Lenders, collectively, at such time. For all purposes of this Agreement, if on any date of determination a Synthetic Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“ Synthetic L/C Lender ” shall mean a Lender (including an Incremental Synthetic L/C Lender) having a Credit-Linked Deposit or with Synthetic L/C Exposure.

“ Synthetic Letter of Credit ” shall mean, at any time, Letters of Credit in an amount equal to the lesser of (a) the aggregate of the Credit-Linked Deposits of all Synthetic L/C Lenders at such time and (b) the aggregate amount of Letters of Credit issued for the account of the German Borrower outstanding at such time. Letters of Credit will from time to time be deemed to be Synthetic Letters of Credit or Revolving Letters of Credit in accordance with the provisions of Section 2.05(a).

“ Synthetic L/C Maturity Date ” shall mean the Term B Facility Maturity Date.

“ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties (including stamp duties), deductions, withholdings or similar charges (including ad valorem charges) imposed by any Governmental Authority and any and all interest and penalties related thereto.

“ Term Borrowing ” shall mean a Borrowing comprised of Term Loans.

“ Term B Borrowing ” shall mean a Borrowing comprised of Term B Loans.

“ Term B Facility ” shall mean the Tranche B-1 Term Loan Commitments and the Tranche B-2 Term Loan Commitments and the Tranche B-1 Term Loans and Tranche B-2 Term Loans made hereunder.

“ Term B Facility Maturity Date ” shall mean December 4, 2013.

“ Term B Loan Installment Date ” shall mean any Tranche B-1 Term Loan Installment Date or Tranche B-2 Term Loan Installment Date, as the context may require.

“ Term B Loans ” shall mean shall mean the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and any Incremental Term Loans in the form of Tranche B-1 Term Loans or Tranche B-2 Term Loans made by Incremental Term Lenders pursuant to Section 2.01(d).

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“ Term Facility ” shall mean the Term B Facility and the Incremental Term Facilities, if any.

“ Term Facility Lender ” shall mean a Lender (including an Incremental Term Facility Lender) with an outstanding Term Loan Commitment or an outstanding Term Loan.

“ Term Facility Maturity Date ” shall mean any of (a) the Term B Facility Maturity Date or (b) any Incremental Term Facility Maturity Date, as the context may require.

“ Term Loan Commitments ” shall mean, with respect to any Lender, such Lender’s Tranche B-1 Term Loan Commitments, Tranche B-2 Term Loan Commitments and Incremental Term Loan Commitments.

“ Term Loan Installment Date ” shall mean any Term B Loan Installment Date or any Incremental Term Loan Installment Date, as the context may require.

“ Term Loans ” shall mean any of the Term B Loans and the Other Term Loans, if any, as the context may require.

“ Test Period ” shall mean, on any date of determination, the period of four consecutive fiscal quarters of Intermediate Holdings and its Subsidiaries then most recently ended (taken as one accounting period).

“ Thai Debt Repayment ” shall mean the series of transactions pursuant to which (i) Nautilus Pacific Two Pte. Ltd. made, prior to the Closing Date, an intercompany loan in an aggregate principal amount not to exceed $60.0 million (the “ Singapore Intercompany Loan ”) to GE Toshiba Silicones (Thailand) Ltd., (ii) GE Toshiba Silicones (Thailand) Ltd. used the proceeds of the Singapore Intercompany Loan to repay in full its obligations in respect of certain existing debt, (iii) one or more of the Borrowers will borrow One-Time Swingline Loans pursuant to Section 2.04 on the One-Time Swingline Borrowing Date and transfer the proceeds of such One-Time Swingline Loan or Loans to Nautilus Pacific Two Pte. Ltd. in the form of intercompany loans (collectively, the “ Swingline On-Loans ”), (iv) Nautilus Pacific Two Pte. Ltd. will immediately contribute the proceeds of the Swingline On-Loans to GE Toshiba Silicones (Thailand) Ltd. in the form of common equity (the “ Thai Equity Contribution ”) and (v) GE Toshiba Silicones (Thailand) Ltd. will immediately use the proceeds of the Thai Equity Contribution to repay in full the Singapore Intercompany Loan.

“ Total Senior Secured Net Debt ” shall mean, as of any date, (a) the aggregate principal amount of Consolidated Debt of Intermediate Holdings and the Subsidiaries outstanding at such date secured by a Lien (other than (i) any Second-Priority Lien and other Indebtedness of a Subsidiary that is not a Loan Party secured only by a Lien on assets of a Subsidiary that is not a Loan Party and (ii) Liens on property or assets held in a defeasance or similar trust or arrangement), less (b) without duplication, the Unrestricted Cash and Permitted Investments of Intermediate Holdings and the Subsidiaries on such date. To the extent not otherwise included, Total Senior Secured Net Debt shall include the amount of any Receivables Net Investment.

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“ Tranche ” shall mean a category of Commitments and extensions of credit thereunder. For purposes hereof, each of the following comprises a separate Tranche: (i) the Tranche B-1 Term Loan Commitments and the Tranche B-1 Term Loans and (ii) the Tranche B-2 Term Loan Commitments and the Tranche B-2 Term Loans.

“ Tranche B-1 Lender ” shall mean a Lender with a Tranche B-1 Term Loan Commitment or an outstanding Tranche B-1 Term Loan.

“ Tranche B-1 Term Loan ” shall mean shall mean a Loan made to the German Borrower pursuant to Section 2.01(a)(i).

“ Tranche B-1 Term Loan Commitment ” shall mean, with respect to each Term B-1 Lender, the commitment of such Lender to make Tranche B-1 Term Loans to the German Borrower as set forth in Section 2.01(a)(i), expressed as an amount representing the maximum principal amount of the Tranche B-1 Term Loan to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04. The initial amount of each Lender’s Tranche B-1 Term Loan Commitment is set forth on Schedule 2.01 , or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Tranche B-1 Term Loan Commitment, as applicable. The aggregate amount of the Tranche B-1 Term Loan Commitments on the Closing Date is $525,000,000.

“ Tranche B-1 Term Loan Installment Date ” shall have the meaning assigned to such term in Section 2.10(b)(i).

“ Tranche B-2 Lender ” shall mean a Lender with a Tranche B-2 Term Loan Commitment or an outstanding Tranche B-2 Term Loan.

“ Tranche B-2 Term Loan ” shall mean a Loan made to the German Borrower pursuant to Section 2.01(a)(ii).

“ Tranche B-2 Term Loan Commitment ” shall mean, with respect to each Term B-2 Lender, the commitment of such Lender to make Tranche B-2 Term Loans to the German Borrower as set forth in Section 2.01(a)(i), expressed as an amount representing the maximum principal amount of the Tranche B-2 Term Loan to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04. The initial amount of each Lender’s Tranche B-2 Term Loan Commitment is set forth on Schedule 2.01 , or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Tranche B-2 Term Loan Commitment, as applicable. The aggregate amount of the Tranche B-2 Term Loan Commitments on the Closing Date is €400,000,000.

“ Tranche B-2 Term Loan Installment Date ” shall have the meaning assigned to such term in Section 2.10(b)(ii).

“ Transaction Documents ” shall mean the Acquisition Documents, the Senior Unsecured Note Documents, the Senior Subordinated Note Documents and the Loan Documents.

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“ Transaction Expenses ” shall mean any fees or expenses incurred or paid by the Fund, any Parent Entity, Holdings, Intermediate Holdings or any of the Subsidiaries in connection with the Transactions, this Agreement and the other Loan Documents (including expenses in connection with Swap Agreements) and the transactions contemplated hereby and thereby.

“ Transactions ” shall mean, collectively, the transactions to occur pursuant to the Transaction Documents, including (a) the consummation of the Acquisition; (b) the execution and delivery of the Loan Documents, the creation of the Liens pursuant to the Security Documents, and the initial borrowings hereunder; (c) the Equity Contribution; (d) the sale and issuance of the Senior Unsecured Notes and the Senior Subordinated Notes; (e) the payment of all Transaction Expenses; and (f) on or prior to the Closing Date (and prior to the consummation of the Acquisition), the acquisition by the Seller and its affiliates of (i) all the ownership interests in GE Bayer Silicones GmbH & Co. KG, GE Bayer Silicones Verwaltungs GmbH, GE Bayer Specialties GmbH & Co. KG, GE Bayer Specialties Verwaltungs GmbH and GE Bayer Specialties Srl and (ii) all the ownership interests in GE Toshiba Silicones Co. Limited, GE Toshiba Silicones Asia Pacific Pte. Ltd., GE Toshiba Silicones Shanghai Co., Ltd., GE Toshiba Silicones (Nantong) Co. Ltd., GE Toshiba Silicones (Hong Kong) Ltd. and GE Toshiba Silicones (Thailand) Ltd. In addition, the “Transactions” shall be deemed to include any merger, consolidation, amalgamation, loan, investment or other restructuring of the entities constituting the Acquired Business and set forth on Schedule 1.01(e) (collectively, the “Restructuring Transactions”).

“ Type ” shall mean, when used in respect of any Loan or Borrowing, the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “ Rate ” shall include the Adjusted LIBO Rate and the ABR.

“ UBS ” shall mean UBS Loan Finance LLC.

“ UBS Preferred Stock ” shall mean the preferred stock issued on the Closing Date by Holdings to UBS Securities LLC having the terms set forth in Exhibit N to the Acquisition Agreement.

“ Unfunded Pension Liability ” shall mean the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Plan pursuant to Section 412 of the Code for the applicable plan year.

“ Uniform Commercial Code ” or “ UCC ” shall mean the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“ Unrestricted Cash ” shall mean cash or cash equivalents of any of the Loan Parties that would not appear as “restricted” on a consolidated balance sheet of any of the Loan Parties.

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“ Unrestricted Subsidiary ” shall mean (i) any subsidiary identified on Schedule 1.01(f) and (ii) any subsidiary that is designated as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided , that Intermediate Holdings and the Borrowers shall only be permitted to so designate a new Unrestricted Subsidiary and so long as (a) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation (as well as all other such designations theretofore consummated after the first day of such Reference Period), Intermediate Holdings and its Subsidiaries shall be in Pro Forma Compliance, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Intermediate Holdings or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.04(j), and any prior or concurrent Investments in such Subsidiary by Intermediate Holdings or any of its Subsidiaries shall be deemed to have been made under Section 6.04(j), (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 6.04(j), and (e) such Subsidiary shall have been designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants and defaults) under the Senior Unsecured Notes Indenture, the Senior Subordinated Notes Indenture, the Holdings PIK Note, any other Indebtedness permitted to be incurred herein and all Permitted Refinancing Indebtedness in respect of any of the foregoing and all Disqualified Stock. Any Unrestricted Subsidiary may be designated to be a Subsidiary for purposes of this Agreement (each, a “ Subsidiary Redesignation ”); provided , that (i) such Unrestricted Subsidiary, both before and after giving effect to such designation, shall be a Wholly Owned Subsidiary, (ii) no Default or Event of Default has occurred and is continuing or would result therefrom, (iii) immediately after giving effect to such Subsidiary Redesignation (as well as all other Subsidiary Redesignations theretofore consummated after the first day of such Reference Period), Intermediate Holdings and its Subsidiaries shall be in Pro Forma Compliance, (iv) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Subsidiary Redesignation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, and (v) such Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of such Borrower, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iv), inclusive, and containing the calculations and information required by the preceding clause (iii).

“ U.S. Bankruptcy Code ” shall mean Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“ U.S. Borrower ” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.

“ U.S. Borrower Subsidiary ” shall mean any Subsidiary of the U.S. Borrower that (a) is not a Foreign Subsidiary, a Qualified CFC Holding Company or a subsidiary listed on Schedule 1.01(a) and (b) is a Subsidiary Loan Party.

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“ U.S. Collateral Agreement ” shall mean the U.S. Collateral Agreement, as amended, supplemented or otherwise modified from time to time, in the form of Exhibit F, among the Domestic Loan Parties and the Collateral Agent.

“ U.S. Lending Office ” shall mean, as to any Revolving Facility Lender, the applicable branch, office or Affiliate of such Lender designated by such Lender to make Revolving Facility Loans to the U.S. Borrower.

“ U.S. One-Time Swingline Commitment ” shall mean the commitment of the U.S. Swingline Lender to make One-Time Swingline Loans to the U.S. Borrower pursuant to Section 2.04, expressed as an amount representing the maximum aggregate permitted amount of One-Time Swingline Loans to the U.S. Borrower. The aggregate amount of the One-Time Swingline Commitment is $60.0 million less the aggregate principal amount of One-Time Swingline Loans, if any, made to the German Borrower on the One-Time Swingline Borrowing Date. The U.S. One-Time Swingline Commitment shall terminate on the earlier of (a) 5:00 p.m., New York City time, on the day that is 45 days after the Closing Date and (b) the One-Time Swingline Borrowing Date.

“ U.S. Swingline Commitment ” shall mean the commitment of the U.S. Swingline Lender to make Revolving Swingline Loans to the U.S. Borrower pursuant to Section 2.04, expressed as an amount representing the maximum aggregate permitted amount of Revolving Swingline Loans to the U.S. Borrower. The aggregate amount of the U.S. Swingline Commitment on the Closing Date is $25.0 million.

“ U.S. Swingline Exposure ” shall mean, at any time, the aggregate principal amount of all outstanding Swingline Borrowings by the U.S. Borrower at such time. The U.S. Swingline Exposure of any Revolving Facility Lender at any time shall be its Pro Rata Share of the total U.S. Swingline Exposure at such time.

“ U.S. Swingline Lender ” shall mean JPMCB, in its capacity as a lender of Swingline Loans to the U.S. Borrower hereunder.

“ VAT Receivables ” shall mean accounts receivable representing refunds owed by Governmental Authorities to any Subsidiary for value added taxes paid by or in respect of such Subsidiary in prior periods.

“ VAT Receivables Net Investment ” shall mean, with respect to any Subsidiary, the aggregate cash amount paid by the purchasers under any factoring of VAT Receivables by such Subsidiary pursuant to Section 6.05(q) in connection with such purchasers’ purchase of VAT Receivables or interests therein, as the same may be reduced from time to time by collections with respect to such VAT Receivables or otherwise in accordance with the terms of the definitive documentation for such factoring transactions (but excluding any such collections used to make payments of items included in clause (c) of the definition of Interest Expense); provided, however, that if all or any part of such VAT Receivables Net Investment shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such VAT Receivables Net Investment shall be increased by the amount of such distribution, all as though such distribution had not been made.

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“ Wholly Owned Subsidiary ” of any person shall mean a subsidiary of such person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly Owned Subsidiary of such person.

“ Withdrawal Liability ” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Working Capital ” shall mean, with respect to Intermediate Holdings and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided , that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

SECTION 1.02. Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements hereof and thereof. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided , that, if any Borrower notifies the Administrative Agent that such Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies any Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 1.03. Effectuation of Transactions. Each of the representations and warranties of Holdings, Intermediate Holdings and the Borrowers contained in this Agreement (and all corresponding definitions) are made (i) on the Closing Date, after giving effect to the Closing Date Transactions and (ii) thereafter, after giving effect to such Transactions as shall have taken place on or prior to the date of determination, unless the context otherwise requires.

SECTION 1.04. Exchange Rates; Currency Equivalents. (a) For purposes of determining compliance as of any date with Section 6.01, 6.02, 6.03, 6.04 or 6.05, amounts incurred or outstanding in currencies other than Dollars shall be translated into Dollars at the

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Spot Rate in effect on the first Business Day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Article VI or paragraph (f) or (j) of Section 7.01 being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made.

(b) (i) The Administrative Agent shall determine the Dollar Equivalent of any Foreign Currency Letter of Credit as of (A) a date on or about the date on which the applicable Issuing Bank receives a request from the applicable Borrower for the issuance of such Letter of Credit, (B) each subsequent date on which such Letter of Credit shall be renewed or extended or the stated amount of such Letter of Credit shall be increased, (C) March 31 and September 30 in each year and (D) during the continuance of an Event of Default, as reasonably requested by the Administrative Agent, in each case using the Spot Rate in effect on the date of determination, and each such amount shall be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 1.04(b)(i). The Administrative Agent shall in addition determine the Dollar Equivalent of any Letter of Credit denominated in any Foreign Currency as of the CAM Exchange Date as set forth in Section 10.02.

(ii) The Administrative Agent shall determine the Dollar Equivalent of any Revolving Facility Borrowing denominated in a Foreign Currency as of (A) a date on or about the date on which the Administrative Agent receives a Borrowing Request in respect of such Borrowing using the Spot Rate in effect on the date of determination, (B) as of the date of the commencement of each Interest Period after the initial Interest Period therefor and (C) during the continuance of an Event of Default, as reasonably requested by the Administrative Agent, using the Spot Rate in effect (x) in the case of clauses (A) and (B) above, on the date that is three Business Days prior to the date on which the applicable Interest Period shall commence, and (y) in the case of clause (C) above, on the date of determination, and each such amount shall be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section 1.04(b)(ii). The Administrative Agent shall in addition determine the Dollar Equivalent of any Borrowing denominated in any Foreign Currency as of the CAM Exchange Date as set forth in Section 10.01.

(iii) The Administrative Agent shall notify the Borrowers, the Lenders and the applicable Issuing Bank of each calculation of the Dollar Equivalent of each Letter of Credit and Revolving Facility Borrowing.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein:

(a) each Term Facility Lender agrees to make (i) Tranche B-1 Term Loans in Dollars to the German Borrower on the Closing Date in an aggregate principal amount

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not to exceed such Lender’s Tranche B-1 Term Loan Commitment and (ii) Tranche B-2 Term Loans in euro to the German Borrower on the Closing Date in an aggregate principal amount not to exceed such Lender’s Tranche B-2 Term Loan Commitment;

(b) each Revolving Facility Lender agrees to make Revolving Facility Loans from time to time during the Availability Period (i) in Dollars from its U.S. Lending Office to the U.S. Borrower and (ii) in Dollars and Foreign Currencies from its Foreign Lending Office to the German Borrower, in each case in an aggregate principal amount that will result in neither (i) such Lender’s Revolving Facility Exposure exceeding such Lender’s Revolving Facility Commitment at such time nor (ii) the total Revolving Facility Exposure exceeding the total Revolving Facility Commitments at such time; and

(c) each Synthetic L/C Lender agrees to fund in Dollars its Credit-Linked Deposit on the Closing Date in an amount not to exceed its Synthetic L/C Commitment; and

(d) each Lender having an Incremental Term Loan Commitment, Incremental Revolving Facility Commitment or Incremental Synthetic L/C Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the German Borrower, Incremental Revolving Facility Loans to the U.S. Borrower or the German Borrower, as applicable, and/or credit-linked deposits pursuant to such Incremental Synthetic L/C Commitments, as the case may be, in a Dollar Equivalent aggregate principal amount not to exceed its Incremental Term Loan Commitment, Incremental Revolving Facility Commitment or Incremental Synthetic L/C Commitment, as the case may be.

Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans. Amounts repaid in respect of Term Loans may not be reborrowed.

SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans under the same Facility and of the same Type made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility (or, in the case of Swingline Loans, in accordance with their respective Swingline Commitments). The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided , that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, (i) each Borrowing by the U.S. Borrower (other than a Swingline Borrowing) shall be comprised entirely of ABR Loans or Eurocurrency Loans as the U.S. Borrower may request in accordance herewith and (ii) each Borrowing by the German Borrower (other than a Swingline Borrowing) shall be comprised entirely of Eurocurrency Loans. Each Swingline Borrowing made by the U.S. Borrower shall be an ABR Borrowing. Each Swingline Borrowing made by the German Borrower shall bear interest at a rate determined by reference to the Euro Swingline Rate. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of

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such Lender to make such Loan; provided , that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.15 or 2.17 solely in respect of increased costs resulting from such exercise and existing at the time of such exercise.

(c) At the commencement of each Interest Period for any Eurocurrency Revolving Facility Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Revolving Facility Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided , that an ABR Revolving Facility Borrowing or a Swingline Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Commitments or that is required to finance the reimbursement of an L/C Disbursement in respect of a Letter of Credit, as contemplated by Section 2.05(e). Each Swingline Borrowing shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type may be outstanding at the same time; provided , that there shall not at any time be more than a total of (i) 10 Eurocurrency Borrowings outstanding under either Tranche of the Term Facility and (ii) 10 Eurocurrency Borrowings outstanding to any Borrower under the Revolving Credit Facility.

(d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Facility Maturity Date or the applicable Term Facility Maturity Date, as applicable.

SECTION 2.03. Requests for Borrowings. To request a Borrowing, a Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, Local Time, one Business Day before the date of the proposed Borrowing; provided , that any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) in the case of Borrowings by the U.S. Borrower, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

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(iv) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the applicable Borrower’s account to which funds are to be disbursed.

If no election as to the Type of any Borrowing by the U.S. Borrower is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions set forth herein, (i) the U.S. Swingline Lender agrees to make Revolving Swingline Loans in Dollars to the U.S. Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (A) the aggregate principal amount of outstanding Revolving Swingline Loans to the U.S. Borrower exceeding the U.S. Swingline Commitment and (B) the total Revolving Facility Exposure exceeding the total Revolving Facility Commitments and (ii) the Euro Swingline Lender agrees to make Revolving Swingline Loans in euro to the German Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (A) the Dollar Equivalent of the aggregate principal amount of Revolving Swingline Loans made to the German Borrower exceeding the Euro Swingline Commitment or (B) the total Revolving Facility Exposure exceeding the total Revolving Facility Commitments; provided , that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. In addition, (i) the U.S. Swingline Lender agrees to make One-Time Swingline Loans in Dollars to the U.S. Borrower on the One-Time Swingline Borrowing Date, in an aggregate principal amount at any time outstanding that will not result in (A) the aggregate principal amount of outstanding One-Time Swingline Loans to the U.S. Borrower exceeding the U.S. One-Time Swingline Commitment and (B) the total Revolving Facility Exposure exceeding the total Revolving Facility Commitments and (ii) the Euro Swingline Lender agrees to make One-Time Swingline Loans in euro to the German Borrower on the One-Time Swingline Borrowing Date in an aggregate principal amount at any time outstanding that will not result in (A) the Dollar Equivalent of the aggregate principal amount of One-Time Swingline Loans made to the German Borrower exceeding the Euro One-Time Swingline Commitment or (B) the total Revolving Facility Exposure exceeding the total Revolving Facility Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans (other than One-Time Swingline Loans). Amounts repaid in respect of One-Time Swingline Loans may not be reborrowed.

(b) To request a Swingline Borrowing, the applicable Borrower shall notify the Administrative Agent and the applicable Swingline Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy), not later than 1:00 p.m., Local Time, on the day of a proposed Swingline Borrowing. Each such notice and Swingline

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Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day) of the Swingline Borrowing, (ii) the amount of the requested Swingline Borrowing and (iii) in the case of a Swingline Borrowing to be made by the German Borrower, the Interest Period to be applicable thereto, which shall be an Interest Period contemplated by clause (b) of the definition of “Interest Period”. If no Interest Period is specified with respect to a requested Euro Swingline Loan, then the German Borrower shall be deemed to have selected an Interest Period ending on the earlier of (x) the first date after such Swingline Loan is made that is the 15th day of a calendar month and (y) the first date after such Swingline Loan is made that is the last day of a calendar month and, in each case, at least one Business Day after such Swingline Loan is made. The applicable Swingline Lender shall consult with the Administrative Agent as to whether the making of such Swingline Loan is in accordance with the terms of this Agreement prior to such Swingline Lender funding such Swingline Loan. Each Swingline Lender shall make each of its Swingline Loans in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the applicable Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

(c) A Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Local Time, on any Business Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of such outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which such Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Facility Lender, specifying in such notice such Revolving Facility Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, promptly upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender such Revolving Facility Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Facility Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify each Borrower of any participations in any Swingline Loan made to such Borrower acquired pursuant to this paragraph (c), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from any Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments

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pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided , that any such payment so remitted shall be repaid to the applicable Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.

SECTION 2.05. Letters of Credit. (a)  General. Subject to the terms and conditions set forth herein (including, with respect to Synthetic Letters of Credit, Section 2.22), (i) the German Borrower may request the issuance of Revolving Letters of Credit and Synthetic Letters of Credit, in each case denominated in Foreign Currencies or Dollars and (ii) the U.S. Borrower may request the issuance of Revolving Letters of Credit denominated in Foreign Currencies or Dollars, in each case for its own account (or for the account of a Subsidiary, so long as such Borrower and such Subsidiary are co-applicants) in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the Availability Period prior to the date that is five Business Days prior to (i) the Revolving Facility Maturity Date (in the case of Revolving Letters of Credit) and (ii) the Synthetic L/C Maturity Date (in the case of Synthetic Letters of Credit). For purposes hereof, (i) all Letters of Credit that are issued for the account of the German Borrower shall at all times and from time to time be deemed to be Synthetic Letters of Credit in the amount specified in the definition of the term “Synthetic Letters of Credit” and be deemed to be Revolving Letters of Credit only to the extent, and in an amount by which, the aggregate amount of outstanding Letters of Credit that are issued for the account of the German Borrower exceeds such amount specified in the definition of the term “Synthetic Letters of Credit”, (ii) drawings under any Letter of Credit issued for the account of the German Borrower shall be deemed to have been made under Revolving Letters of Credit for so long as, and to the extent that, there are any undrawn Revolving Letters of Credit outstanding that are issued for the account of the German Borrower (and thereafter drawings under such Letters of Credit shall be deemed to have been made under Synthetic Letters of Credit) and (iii) any Letter of Credit that is issued for the account of the German Borrower and that expires or terminates will be deemed to be a Revolving Letter of Credit for so long as, and to the extent that, there are outstanding Revolving Letters of Credit that are issued for the account of the German Borrower immediately prior to such expiration or termination; provided , however , that at any time during which an Event of Default shall have occurred and be continuing, (A) Letters of Credit that are issued for the account of the German Borrower shall be deemed to be Revolving Letters of Credit and Synthetic Letters of Credit, (B) drawings under Letters of Credit that are issued for the account of the German Borrower shall be deemed to have been made under Revolving Letters of Credit and Synthetic Letters of Credit and (C) any Letter of Credit that is issued for the account of the German Borrower and that expires or terminates shall be deemed to be Revolving Letter of Credit and a Synthetic Letter of Credit, in each case pro rata based upon (1) the total Revolving Facility Commitments at such time and (2) the sum of the total Credit-Linked Deposits of all Synthetic L/C Lenders at such time and the amount of the total Credit-Linked Deposits of all Synthetic L/C Lenders that shall have been applied to reimburse outstanding Synthetic L/C Disbursements at such time. To the extent necessary to implement the foregoing, the identification of a Letter of Credit as a Revolving Letter of Credit or a Synthetic Letter of Credit may change from time to time and a portion of a Letter of Credit may be deemed to be a Synthetic Letter of Credit and the remainder be deemed to be a Revolving Letter of Credit. Notwithstanding the foregoing, the entire face amount of any Letter

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of Credit with an expiration date after the Revolving Facility Maturity Date shall be deemed to be a Synthetic Letter of Credit, subject to the limitations set forth in clause (i) of the second sentence of this paragraph (a). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower to, or entered into by a Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Facility and each Lender that is an issuer of an Existing Letter of Credit shall be deemed to be an Issuing Bank with respect to such Existing Letter of Credit and shall have all rights of an Issuing Bank hereunder (but shall have no obligation to extend or renew any Existing Letter of Credit or to issue additional Letters of Credit) until such Existing Letter of Credit has been terminated.

(b) Notice of Issuance, Amendment, Renewal, Extension: Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated (which may be a Foreign Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the Revolving L/C Exposure will not exceed $100,000,000, (ii) the Revolving Facility Exposure will not exceed the Revolving Facility Commitments, (iii) the Synthetic L/C Exposure will not exceed the total Credit-Linked Deposits of all Synthetic L/C Lenders, and (iv) all conditions precedent in Section 4.01 have been satisfied (or waived by the (x) the Majority Lenders under the Revolving Credit Facility and (y) Synthetic L/C Lenders with Synthetic L/C Exposure and Excess Credit-Linked Deposits representing greater than 50% of the total Synthetic L/C Exposure and Excess Credit-Linked Deposits of all Synthetic L/C Lenders). No Issuing Bank shall permit any such issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Administrative Agent and the Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Administrative Agent and the Issuing Bank in their sole discretion) after such

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renewal or extension) and (ii) the date that is five Business Days prior to (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date; provided , that any Letter of Credit with one year tenor may provide for automatic extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in such twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed; provided further , that if the applicable Issuing Bank and the Administrative Agent each consent in their sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided , that if any such Letter of Credit is outstanding or the expiration date is extended to a date after the date that is five Business Days prior to (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date the applicable Borrower shall provide cash collateral in the currency in which such Letter of Credit is denominated pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank reasonably satisfactory to the relevant Issuing Bank, on or prior to the date that is five Business Days prior to (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date or in each case, if later, such date of issuance.

(d) Participations. (i) By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof), and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Revolving Letter of Credit equal to the product of (A) such Revolving Facility Lender’s Pro Rata Share and (B) the aggregate amount available to be drawn under such Revolving Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in Dollars, for the account of the applicable Issuing Bank, an amount equal to the product of (A) such Revolving Facility Lender’s Pro Rata Share and (B) (1) each Revolving L/C Disbursement made by such Issuing Bank in Dollars and (2) the Dollar Equivalent, using the applicable Spot Rate in effect on the date such payment is required, of each Revolving L/C Disbursement made by such Issuing Bank in a Foreign Currency and, in each case, not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to any Borrower for any reason (or if such reimbursement was refunded in a Foreign Currency, the Dollar Equivalent thereof using the applicable Spot Rate in effect on the date of such refund). Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Facility Commitments,

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and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(ii) Each Synthetic L/C Lender hereby acknowledges that it holds a participation in each Synthetic Letter of Credit equal to such Synthetic L/C Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Synthetic Letter of Credit. The Administrative Agent hereby acknowledges that it holds the Credit-Linked Deposit of each Synthetic L/C Lender. Each Synthetic L/C Lender hereby absolutely and unconditionally agrees that if an Issuing Bank makes a Synthetic L/C Disbursement that is not reimbursed by the German Borrower on the date due as provided in paragraph (e) of this Section, or is required to refund any reimbursement payment in respect of a Synthetic L/C Disbursement to the German Borrower for any reason, the Administrative Agent shall reimburse the applicable Issuing Bank in Dollars for the amount of such Synthetic L/C Disbursement (or, in the case of a Synthetic L/C Disbursement made in a Foreign Currency, the Dollar Equivalent, using the Spot Rate in effect on the date such payment is required, of such Synthetic L/C Disbursement) from such Synthetic L/C Lender’s Credit-Linked Deposit on deposit in the Credit-Linked Deposit Account. In the event the Credit-Linked Deposit Account is charged by the Administrative Agent to reimburse the applicable Issuing Bank for an unreimbursed Synthetic L/C Disbursement, the German Borrower shall have the right, at any time prior to the Synthetic L/C Maturity Date, to pay over to the Administrative Agent in reimbursement thereof an amount equal to the amount so charged and such payment shall be deposited by the Administrative Agent in the Credit-Linked Deposit Account. Each Synthetic L/C Lender acknowledges and agrees that its obligation to acquire and fund participations in respect of Synthetic Letters of Credit pursuant to this subparagraph (ii) is unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Synthetic Letter of Credit or the occurrence and continuance of a Default or Event of Default or the return of the Credit-Linked Deposits, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Without limiting the foregoing, each Synthetic L/C Lender irrevocably authorizes the Administrative Agent to apply amounts of its Credit-Linked Deposit as provided in this subparagraph (ii).

(e) Reimbursement. (i) If an Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement in the currency of such L/C Disbursement not later than 2:00 p.m., Local Time, on the next Business Day after such Borrower receives notice under paragraph (g) of this Section of such L/C Disbursement, together with accrued interest thereon from the date of such L/C Disbursement (A) in the case of L/C Disbursements in respect of Letters of Credit issued for the account of the U.S. Borrower, at the rate applicable to ABR Loans and (B) in the case of L/C Disbursements in respect of Letters of Credit issued for the account of the German Borrower, at the rate applicable to Euro Swingline Loans; provided , that the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Facility Borrowing or Swingline Borrowing, as applicable, in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Facility Borrowing or Swingline Borrowing.

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(ii) If any Borrower fails to reimburse any Revolving L/C Disbursement when due, then (A) if such payment relates to a Foreign Currency Letter of Credit, automatically and with no further action required, such Borrower’s obligation to reimburse the applicable Revolving L/C Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the applicable Spot Rate on the date when such payment was due, of such Revolving L/C Disbursement and (B) in the case of each Revolving L/C Disbursement, the Administrative Agent shall promptly notify the applicable Issuing Bank and each other Revolving Facility Lender of such Revolving L/C Disbursement, the payment then due from such Borrower in respect thereof and, in the case of a Revolving Facility Lender, such Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Facility Lender shall pay to the Administrative Agent in Dollars its Pro Rata Share of the payment then due from such Borrower in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Facility Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Facility Lenders. Promptly following receipt by the Administrative Agent of any payment from a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Facility Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Facility Lender pursuant to this paragraph to reimburse an Issuing Bank for any Revolving L/C Disbursement (other than the funding of an ABR Revolving Loan or a Swingline Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such Revolving L/C Disbursement. If the German Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject to the Administrative Agent, the applicable Issuing Bank or any lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, then the German Borrower shall, at its option, either (A) pay the amount of any such tax requested by the Administrative Agent, the relevant Issuing Bank or Lender or (B) reimburse each Revolving L/C Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Dollar Equivalent, calculated using the applicable Spot Rate on the date such Revolving L/C Disbursement is made, of such Revolving L/C Disbursement.

(iii) If the German Borrower fails to reimburse any Synthetic L/C Disbursement when due, then (A) if such payment relates to a Foreign Currency Letter of Credit, automatically and with no further action required, such Borrower’s obligation to reimburse the applicable Synthetic L/C Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the applicable Spot Rate on the date when such payment was due, of such Synthetic L/C Disbursement and (B) in the case of each Synthetic L/C Disbursement, the Administrative Agent shall notify each Synthetic L/C Lender of the applicable Synthetic L/C Disbursement, the payment then due from the German Borrower in respect thereof and such Lender’s Pro Rata Share of the Dollar Equivalent thereof, and the Administrative Agent shall promptly pay to the applicable Issuing Bank each Synthetic L/C Lender’s Pro Rata Share of the Dollar Equivalent of such Synthetic L/C Disbursement from such Lender’s Credit-Linked Deposit. Promptly following the receipt by the Administrative Agent of any payment by the German Borrower in respect of any Synthetic L/C Disbursement, the Administrative Agent shall

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distribute such payment to the applicable Issuing Bank or, to the extent payments have been made from the Credit-Linked Deposits, to the Credit-Linked Deposit Account to be added to the Credit-Linked Deposits of the Synthetic L/C Lenders in accordance with their Pro Rata Shares. The German Borrower acknowledges that each payment made pursuant to this subparagraph (iii) in respect of any Synthetic L/C Disbursement is required to be made for the benefit of the distributees indicated in the immediately preceding sentence. Any payment from the Credit-Linked Deposit Account, or from funds of the Administrative Agent, pursuant to this paragraph to reimburse an Issuing Bank for any Synthetic L/C Disbursement shall not constitute a Loan and shall not relieve the German Borrower of its obligation to reimburse such Synthetic L/C Disbursement.

(f) Obligations Absolute. The obligations of the Borrowers to reimburse L/C Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the applicable Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank, or any of the circumstances referred to in clauses (i), (ii) or (iii) of the first sentence; provided , that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to the applicable Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the applicable Borrower to the extent permitted by applicable law) suffered by the applicable Borrower that are determined by a final and binding decision of a court of competent jurisdiction to have been caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Bank, such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

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(g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment. Such Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by telecopy) of any such demand for payment and whether such Issuing Bank has made or will make a L/C Disbursement thereunder; provided , that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse such Issuing Bank and the Revolving Facility Lenders or Synthetic L/C Lenders, as applicable, with respect to any such L/C Disbursement.

(h) Interim Interest. If an Issuing Bank shall make any L/C Disbursement, then, unless the applicable Borrower shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the applicable Borrower reimburses such L/C Disbursement, (i) in the case of Revolving L/C Disbursements made in Dollars, and at all times following the conversion to Dollars of a Revolving L/C Disbursement made in a Foreign Currency pursuant to paragraph (e) above, at the rate per annum then applicable to ABR Revolving Loans, (ii) in the case of L/C Disbursements made in Foreign Currencies, at all times prior to their conversion to Dollars pursuant to paragraph (e) above, at the rate applicable to Euro Swingline Loans and (iii) in the case of Synthetic L/C Disbursements made in Dollars, at the rate per annum then applicable to ABR Revolving Loans; provided that, if such L/C Disbursement is not reimbursed by the applicable Borrower when due pursuant to paragraph (e) of this Section, then Section

2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Facility Lender pursuant to paragraph (e)(ii) of this Section or from the Credit-Linked Deposit Account pursuant to paragraph (e)(iii) of this Section to reimburse such Issuing Bank shall be for the account of such Revolving Facility Lender or Synthetic L/C Lender, as applicable, to the extent of such payment.

(i) Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the