rdd Doc 141 Filed 05/09/14 Entered 05/09/14 10:11:57 Main Document Pg 1 of 3

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1 Pg 16 of rdd Doc 141 Filed 05/09/14 Entered 05/09/14 10:11:57 Main Document Pg 1 of 3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 MPM Silicones, LLC, et al.,1 Case No (RDD) Debtors. (Jointly Administered) DECLARATION IN SUPPORTimEMPIrrNT am M.] %.r. y AND RETENTION OF [w PROFESSIONAL UTILIZED IN THE ORDINARY COURSE OF BUSINESS William M. Herlihy I, [ ], declare as follows: Spilman Thomas & Battle, PLLC 1. I am a [member] of the firm [ ](the "Firm"), which has been employed by the debtors and debtors in possession in the above-captioned cases (collectively, the "Debtors")in the ordinary course of their business. The Debtors wish to employ and retain the Firm to continue providing such ordinary course services during their chapter 11 cases. This declaration is submitted in compliance with the Order Authorizing Debtors to Employ and Retain Professionals Utilized in the Ordinary Course of Business (the "OCB Professionals Order"). 2. Neither I, the Firm, nor any member, counsel or associate thereof, insofar as I have been able to ascertain, has any connection with the Debtors, their creditors, or any party in interest herein, ecept as set forth hereinafter: 3. [FIRM TO INCLUDE ANY DISCLOSURES] The last four digits of the tapayer identification numbers of the Debtors follow in parentheses: (i) Juniper Bond Holdings I LLC (9631); (ii) Juniper Bond Holdings II LLC (9692); (iii) Juniper Bond Holdings III LLC (9765); (iv) Juniper Bond Holdings IV LLC (9836); (v) Momentive Performance Materials China SPV Inc. (8469); (vi) Momentive Performance Materials Holdings Inc. (8246); (vii) Momentive Performance Materials Inc. (8297); (viii) Momentive Performance Materials Quartz, Inc. (9929); (i) Momentive Performance Materials South America Inc. (4895); () Momentive Performance Materials USA Inc. (8388); (i) Momentive Performance Materials Worldwide Inc. (8357); and (ii) MPM Silicones, LLC (5481). The Debtors' eecutive headquarters are located at 260 Hudson River Road, Waterford, NY

2 Pg 17 of rdd Doc 141 Filed 05/09/14 Entered 05/09/14 10:11:57 Main Document Pg 2 of 3 4. The Firm does not represent or hold any interest adverse to the Debtors or their estates with respect to the engagement for which we are to be retained. 5. This Firm and certain of its members, counsel, and associates may have in the past represented, currently represent and may in the future represent entities that are claimants or equity security holders of the Debtors in matters totally unrelated to the Debtors' chapter 11 cases. None of those past or current representations are material. The Firm intends to apply for compensation for professional services rendered in connection with these chapter 11 cases directly to the Debtors, in accordance with the OCB Professionals Order, through the submission of an invoice and detailed time records based on the hourly rates set forth below, plus reimbursement of actual necessary epenses and other charges incurred by the Firm. The principal [attorneys and paralegals / other professionals] designated to represent the Debtors and their current standard rates are: $ 3 30 per hour 6. The rates set forth above are subject to periodic adjustments to reflect economic and other conditions. Such rates are the Firm's standard rates for work of this nature. The rates are set at a level designed to fairly compensate the Firm for the work of its [attorneys and paralegals / other professionals] and to cover fied and routine overhead epenses. It is the Firm's policy to charge its clients in all areas of practice for all other epenses incurred in connection with said client's case. The epenses charged to clients include, among other things, [PLACEHOLDER FOR DESCRIPTION OF EXPENSES] and, in general, all identifiable epenses that would not have been incurred ecept for representation of a particular client. The Firm will charge the Debtors for these epenses in a manner and at rates consistent with charges made generally to the Firm's other clients. 2

3 rdd Doc 141 Filed 05/09/14 Entered 05/09/14 10:11:57 Main Document Pg 3 of rdd Doc 98 Filed 04/28/14 Entered 04/28/14 18:46:10 Main Document Pg 18 of Ecept as provided in the OCB Professionals Order, no representations or promises have been received by the Firm [nor by any member, counsel, or associate thereof] as to compensation in connection with these cases other than in accordance with the provisions of the Bankruptcy Code. The Firm has no agreement with any other entity to share with such entity any compensation received by the Firm in connection with these chapter 11 cases. I declare under penalty of perjury that the foregoing is true and correct. /s/ William M. Herlihy [Professional Name] William M. Herlihy [Title] Member [Address] 300 Kanawha Boulevard, East Charleston, WV

4 Pg 20 of rdd Doc Filed 05/09/14 Entered 05/09/14 10:11:57 Ehibit Retention Questionnaire Pg 1 of 2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 MPM Silicones, LLC, et al., 1 Case No (RDD) Debtors. (Jointly Administered) RETENTION QUESTIONNAIRE TO BE COMPLETED BY PROFESSIONALS EMPLOYED BY MPM Silicones, LLC and/or one or more of its affiliated debtors (collectively, the "Debtors"): If more space is needed, please complete on a separate page and attach. 1. Name and address of firm: Spilman Thomas & Battle, PLLC 300 Kanawha Boulevard, East Charleston, WV Date of retention: April 21, Type of services provided: Advice on oil and gas issues. 4. Brief description of services to be provided: Provide advice and planning for Momentive about oil and gas and water withdrawal issues for its Sistersville, WV facility. The last four digits of the tapayer identification numbers of the Debtors follow in parentheses: (i) Juniper Bond Holdings I LLC (9631); (ii) Juniper Bond Holdings II LLC (9692); (iii) Juniper Bond Holdings III LLC (9765); (iv) Juniper Bond Holdings IV LLC (9836); (v) Momentive Performance Materials China SPV Inc. (8469); (vi) Momentive Performance Materials Holdings Inc. (8246); (vii) Momentive Performance Materials Inc. (8297); (viii) Momentive Performance Materials Quartz, Inc. (9929); (i) Momentive Performance Materials South America Inc. (4895); () Momentive Performance Materials USA Inc. (8388); (i) Momentive Performance Materials Worldwide Inc. (8357); and (ii) MPM Silicones, LLC (5481). The Debtors' eecutive headquarters are located at 260 Hudson River Road, Waterford, NY

5 rdd Doc Filed 05/09/14 Entered 05/09/14 10:11:57 Ehibit Retention Questionnaire Pg 2 of rdd Doc 98 Filed 04/28/14 Entered 04/28/14 18:46:10 Main Document Pg 21 of Arrangements for compensation: (a) Average rate (if applicable): $330 per hour (b) Estimated compensation: Not to eceed $6,500 per month 6. Prepetition claims against any of the Debtors held by the firm: N/A Amount of Claim: $ Date claim arose: Source of Claim: 7. Prepetition claims against any of the Debtors held individually by any member, associate, or professional employee of the firm: N/A Name: Status: Amount of Claim: $ Date claim arose: Source of claim: 8. Disclose the nature, and provide a brief description, of any interest adverse to the Debtors or to their estates respecting the matters on which the abovenamed firm is to be employed. N/A 2