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UK/910364/07
231722/70-40067423
26 OCTOBER 2006
DENTSPLY INTERNATIONAL INC.
As Issuer
AND
CITIBANK, N.A.
As Issue And Paying Agent
-------------------------------------------------------------
NOTE AGENCY AGREEMENT
relating to a U.S.$250,000,000
EURO-COMMERCIAL PAPER PROGRAMME
-----------------------------------------------------------
<PAGE>
CONTENTS
Clause
Page
1.
Interpretation..........................................................1
2.
Appointments............................................................3
3.
Issue Of
Notes..........................................................3
4.
Payment.................................................................6
5.
Cancellation, Destruction, Records And
Custody..........................7
6.
Fees And
Expenses.......................................................8
7.
Indemnity...............................................................8
8.
No Liability For Consequential
Loss.....................................8
9.
Agents Of The
Issuer....................................................8
10.
General
..........................................................9
11.
Changes In
Agent........................................................9
12. Agent
As Holders Of
Notes..............................................10
13.
Notices
.........................................................10
14. Third
Party
Rights.....................................................11
15. Law
And
Jurisdiction...................................................11
16.
Modification
.........................................................12
17.
Counterparts
.........................................................12
SCHEDULE 1
FORMS OF NOTE............................................13
UK/910364/07
231722/70-40067423
THIS AGREEMENT is made on 26 October 2006
------------------
BETWEEN
(1)......DENTSPLY INTERNATIONAL INC. (the "Issuer"); and
(2) CITIBANK, N.A. (the "Agent").
WHEREAS
(A)
Pursuant to, and subject to the terms and conditions of, a
dealer
agreement of even date herewith between the Issuer, the
Arranger
referred to therein and the dealers from time to time party
thereto
(together, the "Dealers" and each, a "Dealer") (such agreement
as
amended or supplemented from time to time herein being referred to
as
the "Dealer Agreement") the Issuer may from time to time issue
Notes (as
defined below).
(B)
The parties hereto wish to record the arrangements agreed between
them
in relation to the Notes to be issued pursuant to this
Agreement.
IT IS AGREED as follows:
1.
INTERPRETATION
1.1 In this
Agreement:
"Business Day", except to the extent that the context requires
otherwise, means a day (other than a Saturday or Sunday):
(a)
on which deposits in the relevant currency are dealt in on the
London Interbank Market;
(b)
on which commercial banks are open for business in London and
(if applicable), if a payment is to be made on that day under
this Agreement or any of the Notes, in the place of payment;
(c)
on which the Clearing Systems are in operation; and
(d)
in the
case of Notes denominated in Euro, a day which is a
TARGET Business Day (as defined below), or, in the case of
Notes denominated in any other currency, a day upon which
commercial banks are open for business in the principal
financial centre of the country of that currency (which shall
be Sydney in respect of Notes denominated in Australian
dollars);
"Clearstream, Luxembourg" means Clearstream Banking, societe
anonyme,
Luxembourg or any successor thereto;
"Clearing System" means each or any of Clearstream, Luxembourg,
Euroclear, Euroclear France or such other clearing system as may
be
agreed from time to time between the Issuer and the Agent and in
which
Notes may from time to time be held, or any successor to such
entities;
"Common Depositary" means Citibank, N.A. acting as a depositary
common
to Euroclear and Clearstream, Luxembourg at such offices in London
as
shall be notified by both of them to the Agent from time to
time;
"Deed of Covenant" means the deed of covenant, dated the date
hereof,
executed by the Issuer in respect of Global Notes issued pursuant
to
this Agreement, as such deed may be amended or supplemented from
time to
time;
"Definitive Note" means a security printed Note in definitive
form;
"Dollars" and "U.S.$" denote the lawful currency of the United States
of America; and
"Dollar Note" means a Note denominated in Dollars;
"Euro" and "(euro)" denote the single currency of the member states
of
the European Communities that adopt or have adopted Euro as their
lawful
currency under the legislation of the European Community for
Economic
Monetary Union; and "Euro Note" means a Note denominated in
Euros;
"Euroclear" means Euroclear Bank S.A./N.V. as operator of the
Euroclear
system or any successor thereto;
"Euroclear France" means Euroclear France S.A. as operator of
the
Euroclear France Clearing System or any successor thereto;
"Global Note" means a Note in global form, representing an issue
of
promissory notes of a like maturity which may be issued by the
Issuer
from time to time pursuant to this Agreement;
"Index Linked Note" has the meaning ascribed thereto in the
Dealer
Agreement.
"Maximum Amount" means U.S.$250,000,000 or the equivalent
amount
denominated in any currency other than Dollars, as such amount may
be
increased from time to time pursuant to the Dealer Agreement;
"Note" means a bearer promissory note of the Issuer purchased or to
be
purchased by a Dealer under the Dealer Agreement, in definitive
or
global form, substantially in the relevant form scheduled hereto or
such
other form as may be agreed between the Issuer and the Agent and,
unless
the context otherwise requires, includes the promissory notes
represented by the Global Notes;
"Sterling" and "(pound)" denote the lawful currency of the
United
Kingdom; and "Sterling Note" means a Note denominated in
Sterling;
"Swiss francs" and "CHF" denote the lawful currency of Switzerland;
and
"Swiss franc Note" means a Note denominated in Swiss francs;
"TARGET Business Day" means a day on which the Trans-European
Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or
any
successor thereto, is open; and
"Yen" and "(Y)" denote the lawful currency of Japan; and "Yen
Note"
means a note denominated in Yen.
1.2
References in this Agreement to the principal amount of any Note
shall
be deemed to include any additional amounts which may become
payable in
respect thereof pursuant to the terms of such Note.
1.3 Any
reference in this
Agreement to a Clause
or a Schedule is,
unless
otherwise stated, to a clause hereof or a schedule hereto.
1.4 Headings
and sub-headings are for ease of reference only and shall not
affect the construction of this Agreement.
2.
APPOINTMENTS
2.1 The Issuer
hereby appoints Citibank, N.A. at its specified office in
London as issue agent and as paying agent for the Notes.
2.2
The Agent will act as calculation agent for Index Linked Notes,
as
contemplated in the Dealer Agreement, subject in each case to
its
specific agreement to act as such for each relevant series of
Notes.
2.3
Any reference herein to the "Agent" or its "specified office" shall
be
deemed to include such other agent or office of the Agent (as the
case
may be) as may be appointed or specified from time to time
hereunder.
3.
ISSUE OF NOTES
3.1 Each Note issued hereunder
shall be substantially in the relevant form
scheduled hereto or, as the case may be, such other form as may
be
agreed between the Issuer and the Agent from time to time and shall
be
duly executed either manually or in facsimile on behalf of the
Issuer
and authenticated by an authorised signatory or signatories of
the
Agent. The Issuer shall procure that a sufficient quantity of
executed
but unauthenticated blank Notes is at all times available to the
Agent
for the purpose of issue under this Agreement.
3.2
The Issuer shall give to the Agent by fax or through any
applicable
Citibank software system details of any Notes to be issued by it
under
this Agreement and all such other information as the Agent may
require
for it to carry out its functions as contemplated by this clause,
by not
later than:
3.2.1 12
noon (London time) on the proposed issue date (in the case of
Sterling Definitive Notes); or
3.2.2 12
noon (Paris time) on the proposed issue date (in the case of
Notes
to be cleared through Euroclear, France); or
3.2.3 in
any other case, 3.00 p.m. (London time) two Business Days prior
to
the proposed issue date,
(or such later time or date as may be agreed between the Issuer and
the
Agent) in respect thereof and the Agent shall thereupon be
authorised to
complete Notes of the appropriate aggregate amount and/or (as the
case
may be) a Global Note by inserting in the appropriate place on the
face
of each Note inter alia the dates on which such Note shall be
issued and
shall mature and otherwise completing the same. For the purposes of
this
Clause 3.2, the Agent may, if it considers it appropriate in
the
circumstances, treat a telephone communication from a person who
the
Agent reasonably believes to be an Authorised Person (as defined
below)
as sufficient instructions and authority from the Issuer to act
in
accordance with the provisions of this Clause 3.2, and the Issuer
shall
confirm such communication in writing no later than the relevant
time
referred to above.
3.3
The Issuer will supply the Agent with an incumbency certificate
listing
the names of the persons authorised to sign on behalf of the
Issuer
together with specimens of their signatures (each an "Authorised
Person"
and together, the "Authorised Persons"). Until the Agent receives
a
subsequent
incumbency certificate from the Issuer, the Agent shall be
entitled to rely on the last such certificate delivered to it
for
purposes of determining the Issuer's Authorised Persons. The Agent
shall
not have any responsibility to the Issuer to determine by whom or
by
what means the facsimile signature may have been affixed on the
Issuer's
Notes, or to determine whether any facsimile or manual signature
is
genuine, if such facsimile or manual signature resembles the
specimen
signatures filed with the Agent by an Authorised Person. Any
Note
bearing the manual or facsimile signature of an Authorised Person
and
duly attested in a certificate of incumbency by the Issuer on the
date
such signature is affixed shall bind the Issuer after the
completion
thereof by the Agent, notwithstanding that such individual shall
have
died or shall have otherwise ceased to hold office on the date
such
Notes are countersigned or delivered by the Agent.
3.4
If any such Notes as are mentioned in Clause 3.2 are not to be
issued on
any issue date, the Issuer shall notify the Agent immediately by
fax or
telephone (followed by fax), and in any event no later than:
3.4.1 12
noon (London time) on the proposed issue date (in the case of
Sterling Definitive Notes);
3.4.2 12
noon (Paris time) on the proposed issue date (in the case of
Notes
to be cleared through Euroclear France); or
3.4.3 3.00
p.m. (London time) one
Business Day prior to the proposed issue
date (in the case of a Note denominated in a currency
other than Sterling).
Upon receipt of such notice the Agent shall not thereafter issue
or
release the relevant Notes, but shall cancel and destroy them.
3.5
The Agent shall, upon notification by fax or through any
applicable
Citibank software system from the Dealer who has arranged to
purchase
Notes from the Issuer, such notification to be received in
sufficient
time to enable delivery to be made as contemplated herein and in
any
event no later than:
3.5.1 12
noon (London time) on the proposed issue date (in the case of
Sterling Definitive Notes); or
3.5.2 12
noon (Paris time) on the proposed issue date (in the case of
the
Notes to be cleared through Euroclear France); or
3.5.3 in
any other case, 3.00 p.m. (London time) two Business Days prior
to
the proposed issue date,
or such later time or date as may be agreed between the Agent and
the
relevant Dealer, that payment by it to the Issuer of the purchase
price
of any Note has been or will be duly made against delivery of such
Notes
and (if applicable) of details of the securities account
hereinafter
referred to:
(a)
in the case of Notes to be cleared through Euroclear and/or
Clearstream, Luxembourg or any other Clearing System other
than Euroclear France, deliver such Note on the Business Day
immediately preceding its issue date to or to the order of
Euroclear and/or Clearstream, Luxembourg (which may be by
delivery to the Common Depositary) and/or such other Clearing
System, for credit on the issue date of such Note to such
securities account as shall have been notified to it; or
(e)
in the case of Notes to be cleared through Euroclear France,
deliver such Note by 1:30 p.m. (Paris time) on the proposed
issue date to or to the order of Euroclear France (which may
be by delivery to the sub-depositary to the Common Depositary)
for credit on the issue date of such Note to such securities
account as shall have been notified to it; or
(f)
if no such details are given, or, in the case of Sterling
Definitive Notes, make the same available on its issue date
for collection at its specified office in London.
3.6
The Agent shall (if applicable) give instructions to Euroclear
and/or
Clearstream, Luxembourg to credit the Notes to the Agent's
distribution
account. Each Note credited to the Agent's distribution account
with the
relevant Clearing System following the delivery of the Notes in
accordance with Clause 3.4 above shall be held to the order of
the
Issuer pending delivery to the relevant Dealer on a delivery
against
payment basis in accordance with the normal procedures of the
relevant
Clearing System. The Agent shall on the issue date and against
receipt
of funds from the relevant Dealer transfer the proceeds of issue to
the
Issuer to the relevant account notified by the Issuer to the Agent
in
accordance with Clause 3.2 above.
3.7
If on the issue date the relevant Dealer does not pay the
subscription
price due from it in respect of any Note (the "Defaulted Note") and
as a
result the Defaulted Note remains in the Agent's distribution
account
with the relevant Clearing System after the issue date (rather
than
being credited to the Dealer's Account against payment), the Agent
will
continue to hold the Defaulted Note to the order of the Issuer.
3.8
If the Agent pays an amount (the "Advance") to the Issuer on the
basis
that a payment (the "Payment") has been, or will be, received from
the
relevant Dealer and if the Payment has not been or is not received
by
the Agent on the date the Agent pays the Issuer, the Agent
shall
promptly inform the relevant Dealer and request that Dealer to make
good
the Payment, failing which the Issuer shall, upon being requested
to do
so, repay to the Agent the Advance and the Agent's cost of funding
on
the Advance until the earlier of repayment in full of the Advance
and
receipt in full by the Agent of the Payment, provided however that
the
Issuer shall not pay the Agent's cost of funding more than once on
any
Payment.
3.9
As soon as practicable after the date of issue of any Notes, the
Agent
shall deliver to the Issuer particulars of (a) the number and
aggregate
principal amount of the Notes completed, authenticated and
delivered by
it, or made available by it for collection, on such date, (b) the
issue
date and the maturity date of such Notes and (c) the series and
serial
numbers of all such Notes.
3.10 The
Issuer hereby authorises and instructs the Agent to make all
necessary notifications to and filings with the Bank of England and
the
Japanese Ministry of Finance (in respect of Yen Notes).
3.11 The
Issuer hereby authorises and instructs the Agent to complete,
authenticate and deliver on its behalf Definitive Notes in
accordance
with the terms of any Global Note presented to the Agent for
exchange in
whole (but not in part only).
3.12
The Issuer,
upon its knowledge, will give at least 10 days prior
written notice to the
Agent of a change in the Maximum
Amount of Notes which may be issued under the Dealer Agreement.
3.13
The Issuer will promptly notify the Agent of the appointment,
resignation or termination of the appointment of any Dealer.
4.
PAYMENT
4.1
The Issuer undertakes in respect of each Note issued by the Issuer
to
pay, in the currency in which such Note is denominated, on the
maturity
date or any relevant interest payment date of each Note, an
amount
sufficient to pay the full amount payable on such date by way
of
principal, interest or otherwise in respect thereof:
4.1.1
in the case of Dollar Notes, by transfer of same day value
Dollar funds to such account of the Agent at such bank in New
York City as the Agent may from time to time designate for the
purpose;
4.1.2 in
the case of Euro Notes, by transfer of same day value Euro
funds
to such account of the
Agent as the Agent may from time
to time designate for the purpose; and
4.1.3
in the case of Notes denominated in any other currency, by
transfer of immediately available and freely transferable
funds in such other currency to such account of the Agent at
such bank in the principal financial centre for such other
currency as the Agent may from time to time designate for the
purpose;
or, in each case, by such other form of transfer as may be
agreed
between the Issuer and the Agent.
4.2
The Issuer shall, prior to 12 noon (London time) on the second
Business
Day immediately preceding the maturity date or any relevant
interest
payment date of any Note (or such later time or date as may
subsequently
be agreed between the Issuer and the Agent), send to the Agent
irrevocable confirmation that payment will be made and the details
of
the bank through which the Issuer is to make the payment due
pursuant to
this Clause.
4.3 The Issuer
hereby authorises
and directs the Agent
from funds so
paid to the Agent to make payment of all amounts due on the
Notes as set forth herein and in the Notes.
4.4
If the Agent has not received on the maturity date or any
relevant
interest payment date of any Notes the full amount payable in
respect
thereof on such date and confirmation satisfactory to itself that
such
payment has been received, the Agent shall not be required to
make
payment of any amount due on any Note. Nevertheless, subject to
the
foregoing, if the Agent is satisfied that it will receive such
full
amount later, it shall be entitled to pay maturing Notes due in
accordance with their terms.
4.5
If the Agent makes such payment on behalf of the Issuer under
Clause
4.4, the Issuer shall be liable on demand by the Agent to pay to
the
Agent the amount so paid out, together with interest thereon at
such a
rate as the Agent may certify as the aggregate of 1% per annum and
the
Agent's cost of funding any such payment made by it (as determined
by
the Agent in its sole discretion).
4.6
If at any time a Agent makes a partial payment in respect of any
Note
presented to it, in accordance with the terms of such Note, it
shall
procure that a statement indicating the date and amount of such
payment
is written or stamped on the face of such Note.
4.7
The Agent shall not make payments of interest and principal in
respect
of the Notes by a transfer of funds into an account maintained by
the
payee in the United States or mailed to an address in the United
States.
5.
CANCELLATION, DESTRUCTION, RECORDS AND CUSTODY
5.1
All Notes which mature and are paid in full shall be cancelled
forthwith
by the Agent. The Agent shall, unless the Issuer otherwise
directs,
destroy the cancelled Notes, and as soon as reasonably practicable
after
each maturity date, furnish the Issuer with particulars of the
Global
Notes and the aggregate principal amount of the Notes maturing on
such
maturity date which have been destroyed since the last
certification so
furnished and the series and serial numbers of all such Notes.
5.2
The Agent shall keep and make available at all reasonable times to
the
Issuer a full and complete record of all Notes and of their
issue,
payment, cancellation and destruction and, in the case of Global
Notes,
their exchange for Definitive Notes.
5.3
The Agent shall maintain in safe custody all forms of Notes
delivered to
and held by it hereunder and shall ensure that the same are
only
completed, authenticated and delivered or made available in
accordance
with the terms hereof.
5.4
The Issuer may from time to time with the approval, where
appropriate,
of the Agent make arrangements as to the replacement of Notes
which
shall have been lost, stolen, mutilated, defaced or destroyed,
including
(without limitation) arrangements as to evidence of title,
costs,
delivery and indemnity.
5.5 The Agent
shall make available for inspection by the Dealers, Issuer
or Noteholders during
its office hours at its specified
office copies of this Agreement and the Deed of Covenant.
6. FEES
AND EXPENSES
6.1
The Issuer undertakes to pay such fees and expenses in respect of
the
Agent's services under this Agreement as are set out in a letter of
even
date herewith from the Agent to the Issuer, which has been signed
by
both parties, at the time and in accordance with the manner
stated
therein.
6.2
The Issuer undertakes to pay all stamp, registration and other
taxes and
duties (including any interest and penalties thereon or in
connection
therewith) to which this Agreement or the issue of any Notes may
be
subject.
6.3
The Issuer undertakes to pay on demand all out-of-pocket
expenses
(including legal, advertising, telex and postage expenses)
properly
incurred by the Agent in connection with its services under
this
Agreement.
7.
INDEMNITY
The Issuer undertakes to indemnify and hold harmless the Agent
against
any losses, liabilities, costs, expenses, claims, actions or
demands
which the Agent may incur or which may be made against the Agent,
as a
result of or in connection with the appointment or the proper
exercise
of the powers, discretions, authorities and duties of the Agent
under
this
Agreement except such as may result from its own negligence or
bad
faith or that of its officers, employees or agents. The
indemnities
contained in this Agreement shall survive the termination or expiry
of
this Agreement.
8. NO
LIABILITY FOR CONSEQUENTIAL LOSS
Except in the case of gross negligence or wilful default, the
Agent
shall not be liable either for any act or omission under this
Agreement,
or if any Note shall be lost, stolen, destroyed or damaged.
Notwithstanding the foregoing, under no circumstances will the
Agent be
liable to the Issuer for any consequential loss (being loss of
business,
goodwill, opportunity or profit) or any special or punitive damages
of
any kind whatsoever; in each case however caused or arising and
whether
or not foreseeable, even if advised of the possibility of such loss
or
damage.
9.
AGENTS OF THE ISSUER
9.1
In acting hereunder and in connection with the Notes, the Agent
shall
act solely as agent of the Issuer and will not thereby assume
any
obligations towards or relationship of agency or trust for any
holders
of Notes. Any funds held by the Agent for payments in respect of
the
Notes need not be segregated from other funds except as required by
law.
The Agent shall not be under any liability for interest on any
moneys at
any time received by it pursuant to any of the provisions of
this
Agreement or of the Notes.
9.2
The Agent may generally engage in any kind of banking or other
business
with the Issuer notwithstanding its appointments as issue agent
and
paying agent hereunder.
10.
GENERAL
10.1 Prior
to the first issue of the Notes, the Issuer shall supply to the
Agent copies of all condition precedent documents required to
be
delivered pursuant to the Dealer Agreement.
10.2 The
Agent shall be obliged to perform such duties and only such
duties
as are
herein specifically set forth, and no implied duties or
obligations shall be read into this Agreement against the Agent.
The
Agent shall not be under any obligation to take any action
hereunder
which it expects will result in any expense or liability of the
Agent,
the payment of which within a reasonable time is not, in its
opinion,
assured to it.
10.3
Except as ordered by a court of competent jurisdiction or as
required by
law, and notwithstanding any notice to the contrary, the Issuer and
the
Agent shall be entitled to treat the holder of any Note as the
absolute
owner thereof for all purposes and shall not be required to obtain
any
proof thereof or as to the identity of the bearer or holder.
10.4 The
Agent may consult with legal and other professional advisers
selected in good faith and satisfactory to it and the opinion of
such
advisers shall be full and complete protection in respect of any
action
taken, omitted or suffered hereunder in good faith and without
negligence and in accordance with the opinion of such advisers.
10.5 The
Agent shall be protected and shall incur no liability for or in
respect of any action taken or thing suffered by it in relation to
any
issue of Notes in reliance upon any Note, notice, direction,
consent,
certificate, affidavit, statement, telex or other paper or
document
reasonably believed by it in good faith to be genuine and to have
been
passed or signed by an Authorised Person (as defined in Clause
3.3).
10.6
The Agent shall be entitled to deal with each amount paid to it
hereunder in the same
manner as other
amounts paid to it as
a banker by its customers provided that:
(i) it shall not against the Issuer exercise any lien, right of
set-off or
similar claim in respect thereof;
(ii) it shall not be liable to any person for interest thereon;
and
(iii) money held by it need not be segregated except as required by
law.
11. CHANGES IN AGENT
11.1 The
Agent may resign its appointment hereunder at any time by giving
to
the Issuer, and the Issuer may terminate the appointment of the
Agent by
giving to the Agent, at least 45 days' written notice to that
effect,
provided that no such resignation or termination of the appointment
of
the Agent shall take effect until a successor has been appointed by
the
Issuer.
11.2 The
Issuer agrees with the Agent that if, by the day falling 10
days
before the expiry of any notice under Clause 11.1, the Issuer has
not
appointed a replacement Agent, then the Agent shall be entitled,
on
behalf of the Issuer to appoint in its place any reputable
financial
institution of good standing and the Issuer shall not
unreasonably
object to such appointment.
12. AGENT AS
HOLDERS OF NOTES
The Agent and its officers and employees, in their individual or
any
other capacity, may become the owner of, or acquire any interest
in, any
Notes with the same rights that the Agent would have if it were not
the
Agent hereunder.
13.
NOTICES
13.1
Written Communication
Any communication to be made under this Agreement shall be made
in
writing and, unless otherwise agreed, be made by fax, letter or
by
telephone (to be confirmed promptly by fax or letter).
13.2
Delivery
13.2.1
Any communication by letter shall be made to the intended
recipient and marked for the attention of the person, or any
one of them, at its relevant address and shall be deemed to
have been made upon delivery.
13.2.2
Any communication to be made by fax shall be made to the
intended recipient and marked for the attention of the person,
or any one of them, at its relevant fax number and shall be
deemed to have been received when that fax communication has
been received by the intended recipient in legible form.
13.2.3
Any communication to be made by telephone shall be made to the
intended recipient at the relevant telephone number from time
to time designated by that party to the other parties for the
purpose of this Agreement and shall be deemed to have been
received when made provided that prompt confirmation of that
communication is given by fax or letter.
13.3
Contact details
For purposes of Clause 13.2, the relevant contact details of each
party
to this Agreement shall be as set out in the Programme Summary, or
as
otherwise notified by any party to each other party to this
Agreement.
13.4
Receipt
13.4.1
A communication given under this Agreement but received on a
non-Business Day or after business hours in the place of
receipt will only be deemed to be given on the next Business
Day in that place.
13.4.2 A communication under this Agreement to the Agent will only
be effective
on actual receipt by that Agent.
13.5
Language
13.5.1 Any notice given in connection with the Agreements or Note
must be in
English.
13.5.2 Any other document provided in connection with the
Agreements or Note
must be:
(a)
in English; or
(b)
if not in English, (unless the Agent otherwise agrees)
accompanied by a certified English translation. In this
case, the English translation prevails unless the
document is a constitutional, statutory or other
official document.
13.6
Electronic communication
13.6.1
Any communication to be made between parties to this Agreement
under or in connection with the Agreements may be made by
electronic mail or other electronic means if the relevant
parties:
(a)
agree that, unless and until notified to the contrary,
this is to be an accepted form of communication;
(b)
notify each other in writing of their electronic mail
address and/or any other information required to enable
the sending and receipt of information by that means;
and
(c)
notify each other of any change to their address or any
other such information supplied by them.
13.6.2
Any electronic communication made between those parties will
be effective only when actually received in readable form at
the correct address.
14. THIRD
PARTY RIGHTS
A person who is not a party to this Agreement has no right under
the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this
Agreement.
15. LAW AND
JURISDICTION
15.1
This Agreement and the Notes shall be governed by, and construed
in
accordance with, English law.
15.2 The
Issuer agrees for the benefit of the Agent that the courts of
England shall have jurisdiction to hear and determine any suit,
action
or proceedings, and to settle any disputes, which may arise out of
or in
connection with this Agreement (respectively, "Proceedings" and
"Disputes") and, for such purposes, irrevocably submits to the
jurisdiction of such courts.
15.3 The
Issuer irrevocably waives any objection which it might now or
hereafter have to the courts of England being nominated as the
forum to
hear and determine any Proceedings and to settle any Disputes,
and
agrees not to claim that any such court is not a convenient or
appropriate forum.
15.4 The
Issuer agrees that the process by which any Proceedings in
England
are begun may be served on it by being delivered to DENTSPLY
Limited at
Hamm Moor Lane, Addlestone, Weybridge, Surrey, KT15 2SE or at
its
registered office for the time being. If such person is not or
ceases to
be effectively appointed to accept service of process on the
Issuer's
behalf, the Issuer shall, on the written demand of the Agent,
appoint a
further person in England to accept service of process on its
behalf
and, failing such appointment within 15 days, the Agent shall
be
entitled to appoint such a person by written notice to the
Issuer.
Nothing in this sub-clause shall affect the right of the Agent to
serve
process in any other manner permitted by law.
15.5 The
submission to the jurisdiction of the courts of England shall
not
(and shall not be construed so as to) limit the right of the Agent
to
take Proceedings in any other court of competent jurisdiction in
the
Issuer's country, nor shall the taking of Proceedings in any one or
more
jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not) if and to the extent
permitted by law.
15.6
Waiver of immunity
Without waiving any legitimate defense to any claim, the Issuer
irrevocably and unconditionally:
15.6.1
agrees not to claim any immunity from proceedings brought by
the Agent a Dealer against it in relation to this Agreement
and to ensure that no such claim is made on its behalf;
15.6.2 consents
generally to the giving of any relief or the issue of any
process in connection with those proceedings; and
15.6.3 waives
all rights of immunity in respect of it or its assets.
16.
MODIFICATION
This Agreement may be amended by further agreement among the
parties
hereto and without the consent of holders of the Notes.
17.
COUNTERPARTS
This Agreement may be signed in any number of counterparts, all of
which
when taken together shall constitute a single agreement.
AS WITNESS the hands of the duly authorised representatives of the
parties
hereto the day and year first before written.
SCHEDULE 1
<PAGE>
FORMS OF NOTE
FORM OF GLOBAL NOTE
BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS
THAT IT IS NOT
A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED SATES AND THE
REGULATIONS
THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON
(OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF
THE INTERNAL
REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS
THEREUNDER).
DENTSPLY INTERNATIONAL INC.
No: ______________________
Series No.: ___________________________
Issued in London on: ____________
Maturity Date: _____________________
Specified Currency: _____________
Denomination: ________________________
Nominal Amount: __________
Reference Rate: ________ month LIBOR/EURIBOR(1)
(words and figures if a Sterling Note)
Calculation Agent:(2)_______________ Minimum Redemption:
GBP 500,000
(one hundred thousand pounds)
Fixed Interest Rate:(3) _________%per annum Margin:(4)
___________________%
Calculation Agent:(5) _________ Interest Payment Dates:(9)
_______________
(Interest)
1.
<PAGE>
For
value received, DENTSPLY INTERNATIONAL INC. (the "Issuer") promises
to
pay to the bearer of this Global Note on the above-mentioned
Maturity
Date:
(a)
the above-mentioned Nominal Amount; or
(b)
if this Global Note is index-linked, an amount (representing
either principal or interest) to be calculated by the
Calculation Agent named above, in accordance with the
redemption or interest calculation, a copy of which is
attached to this Global Note and/or is available for
inspection
at the offices of the Paying Agent referred to
below,
together with interest thereon at the rate and at the times (if
any)
specified herein.
All such payments shall be made in accordance with an issue and
paying
agency agreement dated 26 October 2006 between the Issuer, the
issue
agent and the paying agents referred to therein, a copy of which
is
available for inspection at the offices of Citibank, N.A. (the
"Paying
Agent") at Citigroup Centre, Canada Square, London E14 5LP, and
subject
to and in accordance with the terms and conditions set forth below.
All
such payments shall be made upon presentation and surrender of
this
Global Note at the office of the Paying Agent referred to above
(other
than in the United States or its possessions) by transfer to an
account
denominated in the above-mentioned Specified Currency maintained by
the
bearer in the principal financial centre in the country of that
currency
(except in the case of a Global Note denominated in Euro or
U.S.
dollars) or, in the case of a Global Note denominated in Euro, by
Euro
cheque drawn on, or by transfer to a Euro account (or any other
account
to which Euro may be credited or transferred) maintained by the
payee
with, a bank in the principal financial centre of any member state
of
the European Union or, in the case of a Global Note denominated in
U.S.
dollars, by cheque drawn on a bank in the United States or by
transfer
to a U.S. dollar account maintained by the bearer outside the
United
States. Payments of interest and principal in respect of the Notes
shall
under no circumstances be made by a transfer of funds into an
account
maintained by the payee in the United States or mailed to an
address in
the United States. If the conclusions of the ECOFIN Council meeting
of
26-27 November 2000 are implemented, the Issuer will ensure that
it
maintains a Paying Agent in a member state of the European Union
that
will not be obliged to withhold or deduct tax pursuant to any
European
Union Directive on the taxation of savings implementing such
conclusions
or any law implementing or complying with, or introduced to conform
to,
such Directive.
2. This
Global Note is issued in representation of an issue of Notes in
the
above-mentioned aggregate Nominal Amount.
3.
All payments
in respect of this Global Note by or on behalf of the
Issuer shall be made without set-off, counterclaim, fees,
liabilities or similar
deductions and free and clear of, and without deduction or
withholding for or on
account of, taxes, levies, duties, assessments or charges of any
nature now or
hereafter imposed, levied, collected, withheld or assessed in any
jurisdiction
through, in or from which such payments are made or any political
subdivision or
taxing authority of or in any of the foregoing ("Taxes"). If the Issuer or any
agent thereof
is required by law or regulation to make any deduction or
withholding for or on
account of Taxes, the Issuer shall, to the extent
permitted by applicable law or regulation, pay such additional amounts as
shall
be necessary in order that the net amounts received by the bearer
of this Global
Note after such deduction or withholding shall equal the amount
which would have
been receivable
hereunder in the absence of such
deduction or withholding,
except that no such
additional amounts
shall be payable where this Global Note
is presented for payment:
(a)
by or on behalf of a holder which is liable to such Taxes by reason
of
its having some connection with the jurisdiction imposing the
Taxes
other than the mere holding of this Global Note; or
(b)
where such deduction or withholding
