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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
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NOTE AGENCY AGREEMENT
relating to a U.S.$250,000,000
EURO-COMMERCIAL PAPER PROGRAMME
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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
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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
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.
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 is imposed on a payment to an
individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the
ECOFIN Council meeting on 26-27 November 2000 or any law implementing or
complying with, or introduced in order to conform to, such Directive; or
(c) by or on behalf of a holder who would have been able to avoid such
withholding or deduction by (i) presenting this Global Note to another
Paying Agent in a member state of the European Union; or (ii)
authorising the Paying Agent to report information in accordance with
the procedure laid down by the relevant tax authority or by producing,
in the form required by the relevant tax authority, a declaration,
claim, certificate, document or other evidence establishing exemption
therefrom; or
(d) more than 15 days after the Maturity Date or, if applicable, the
relevant Interest Payment Date or (in either case) the date on which
payment hereof is duly provided for, whichever occurs later, except to
the extent that the holder would have been entitled to such additional
amounts if it had presented this Global Note on the last day of such
period of 15 days.
4. The payment obligation of the Issuer represented by this Global Note
constitutes and at all times shall constitute a direct and unsecured
obligation of the Issuer ranking pari passu without any preference with
all present and future unsecured and unsubordinated indebtedness of the
Issuer.
5. If the Maturity Date or, if applicable, the relevant Interest Payment
Date is not a Payment Business Day (as defined herein) payment in
respect hereof will not be made and credit or transfer instructions
shall not be given until the next following Payment Business Day and the
bearer of this Global Note shall not be entitled to any interest or
other sums in respect of such postponed payment.
As used in this Global Note:
"Payment Business Day" means any day other than a Saturday or Sunday
which is both (A) a day on which commercial banks and foreign exchange
markets settle payments and are open for general business (including
dealings in foreign exchange and foreign currency deposits) in the
relevant place of presentation, and (B) either (i) if the
above-mentioned Specified Currency is any currency other than euro, a
day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealings in
foreign exchange and foreign currency deposits) in both London and the
principal financial centre of the country of the relevant Specified
Currency (which, if the Specified Currency is Australian dollars, shall
be Sydney) or (ii) if the above-mentioned Specified Currency is Euro, a
day which is a TARGET Business Day; and
"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 operating credit or transfer instructions in
respect of payments in Euro.
Provided that if the Paying Agent determines with the agreement of the
Issuer that the market practice in respect of Euro denominated
internationally offered securities is different from that specified
above, the above shall be deemed to be amended so as to comply with such
market practice and the Paying Agent shall procure that a notice of such
amendment is published not less than 15 days prior to the date on which
any payment in euro falls due to be made in such manner as the Paying
Agent may determine.
6. The payment obligation of the Issuer represented by this
Global Note constitutes and at all times shall constitute a
direct and unsecured obligation of the Issuer ranking at least
pari passu with all present and future unsecured and
unsubordinated indebtedness of the Issuer, including any
guarantees given by the Issuer, other than obligations
preferred by mandatory provisions of law applying to companies
generally.
7. This Global Note is negotiable and, accordingly, title hereto
shall pass by delivery and the bearer shall be treated as
being absolutely entitled to receive payment upon due
presentation hereof (notwithstanding any notation of ownership
or other writing thereon or notice of any previous loss or
theft thereof).
8. This Global Note is issued in respect of an issue of Notes of
the Issuer and is exchangeable in whole (but not in part only)
for duly executed and authenticated bearer Notes in definitive
form (whether before, on or, subject as provided below, after
the Maturity Date):
(a) if the Clearing System(s) in which this Global Note is held at
the relevant time is closed for a continuous period of 14 days
(other than by reason of public holidays) or announces an
intention permanently to cease business or does in fact do so;
(b) if default is made in the payment of any amount payable in
respect of this Global Note; or
(c) at the request of the bearer of this Global Note.
Upon or, in the case of (c) above, on the tenth London Banking Day (as
defined below) following presentation and surrender of this Global Note
during normal business hours to the Issuer at the offices of the Paying
Agent (or to any other person or at any other office outside the United
States as may be designated in writing by the Issuer to the bearer), the
Issue Agent shall authenticate and deliver, in exchange for this Global
Note, bearer definitive notes denominated in the above-mentioned
Specified Currency in an aggregate nominal amount equal to the Nominal
Amount of this Global Note.
9. If, upon any such default and following such surrender,
definitive Notes are not issued in full exchange for this
Global Note before 5.00 p.m. (London time) on the thirtieth
day after surrender, this Global Note (including the
obligation hereunder to issue definitive notes) will become
void and the bearer will have no further rights under this
Global Note (but without prejudice to the rights which the
bearer or any other person may have under a Deed of Covenant
dated 26 October 2006, entered into by the Issuer).
10. If this is an interest bearing Global Note, then:
(a) notwithstanding the provisions of paragraph 1 above, if any
payment of interest in respect of this Global Note falling due
for payment prior to the above-mentioned Maturity Date remains
unpaid on the fifteenth day after falling so due, the amount
referred to in part (a) or (b) (as the case may be) of
paragraph 1 shall be payable on such fifteenth day;
(b) upon each payment of interest (if any) prior to the Maturity
Date in respect of this Global Note, the Schedule hereto shall
be duly completed by the Paying Agent to reflect such payment;
and
(c) if no Interest Payment Dates are specified on the face of the
Global Note, the Interest Payment Date shall be the Maturity
Date.
11. If this is a fixed rate interest bearing Global Note, interest
shall be calculated on the Nominal Amount as follows:
(a) interest shall be payable on the Nominal Amount in respect of
each successive Interest Period (as defined below) from the
Issue Date to the Maturity Date only, in arrear on the
relevant Interest Payment Date, on the basis of the actual
number of days in such Interest Period and a year of 360 days
or, if this Global Note is denominated in Sterling, 365 days
at the above-mentioned Interest Rate with the resulting figure
being rounded to the nearest amount of the above-mentioned
Specified Currency which is available as legal tender in the
country or countries (in the case of the Euro) of the
Specified Currency (with halves being rounded upwards); and
(b) the period beginning on the Issue Date and ending on the first
Interest Payment Date and each successive period beginning on
an Interest Payment Date and ending on the next succeeding
Interest Payment Date is an "Interest Period" for the purposes
of this paragraph.
12. If this is a floating rate interest bearing Global Note,
interest shall be calculated on the Nominal Amount as follows:
(a) in the case of a Global Note which specifies LIBOR as the
Reference Rate on its face, the Rate of Interest will be the
aggregate of LIBOR and the above-mentioned Margin (if any)
above or below LIBOR. Interest shall be payable on the Nominal
Amount in respect of each successive Interest Period (as
defined below) from the Issue Date to the Maturity Date only,
in arrear on the relevant Interest Payment Date, on the basis
of the actual number of days in such Interest Period and a
year of 360 days or, if this Global Note is denominated in
Sterling, 365 days.
As used in this Global Note:
"LIBOR", in respect of any Interest Period, shall be equal to
the rate defined as "LIBOR-BBA" in respect of the
above-mentioned Specified Currency (as defined in the 2000
ISDA Definitions published by the International Swaps and
Derivatives Association, Inc., as amended, updated or replaced
as at the date of this Global Note, (the "ISDA Definitions"))
as at 11.00 a.m. (London time) or as near thereto as
practicable on the second London Banking Day before the first
day of the relevant Interest Period or, if this Global Note is
denominated in Sterling, on the first day thereof (a "LIBOR
Interest Determination Date") as if the Reset Date (as defined
in the ISDA Definitions) were the first day of such Interest
Period and the Designated Maturity (as defined in the ISDA
Definitions) were the number of months specified on the face
of this Global Note in the Reference Rate; and
"London Banking Day" shall mean a day on which commercial
banks are open for general business (including dealings in
foreign exchange and foreign currency deposits) in London;
(b) in the case of a Global Note which specifies EURIBOR as the
Reference Rate on its face, the Rate of Interest will be the
aggregate of EURIBOR and the above-mentioned Margin (if any)
above or below EURIBOR. Interest shall be payable on the
Nominal Amount in respect of each successive Interest Period
(as defined below) from the Issue Date to the Maturity Date
only, in arrear on the relevant Interest Payment Date, on the
basis of the actual number of days in such Interest Period and
a year of 360 days.
As used in this Global Note, "EURIBOR" shall be equal to
EUR-EURIBOR-Telerate (as defined in the ISDA Definitions) as
at 11.00 a.m. (Brussels time) or as near thereto as
practicable on the second TARGET Business Day before the first
day of the relevant Interest Period (a "EURIBOR Interest
Determination Date");
(c) the Calculation Agent will, as soon as practicable after 11.00 a.m.
(London time) on each LIBOR Interest Determination Date or 11.00 a.m. (Brussels
time) on each EURIBOR Interest Determination Date (as the case may be),
determine the Rate of Interest and calculate the amount of interest payable (the
"Amount of Interest") for the relevant Interest Period. "Rate of Interest" means
(A) if the Reference Rate is EURIBOR, the rate which is determined in accordance
with the provisions of paragraph 11(b), and (B) in any other case, the rate
which is determined in accordance with the provisions of paragraph 11(a). The
Amount of Interest shall be calculated by applying the Rate of Interest to the
Nominal Amount of one Note of each denomination, multiplying such product by the
actual number of days in the Interest Period concerned divided by 360 or, if
this Global Note is denominated in Sterling, by 365 and rounding the resulting
figure to the nearest amount of the above-mentioned Specified Currency which is
available as legal tender in the country or countries (in the case of the euro)
of the Specified Currency (with halves being rounded upwards). The determination
of the Rate of Interest and the Amount of Interest by the Calculation Agent
named above shall (in the absence of manifest error) be final and binding upon
all parties;
(d) a certificate of the Calculation Agent as to the Rate of
Interest payable hereon for any Interest Period shall be
conclusive and binding as between the Issuer and the bearer
hereof;
(e) the period beginning on the Issue Date and ending on the first
Interest Payment Date and each successive period beginning on
an Interest Payment Date and ending on the next succeeding
Interest Payment Date is called an "Interest Period" for the
purposes of this paragraph; and
(f) the Issuer will procure that a notice specifying the Rate of
Interest payable in respect of each Interest Period be
published as soon as practicable after the determination of
the Rate of Interest. Such notice will be delivered to the
relevant Clearing System or, if this Global Note has been
exchanged for bearer definitive Notes pursuant to paragraph 7,
will be published in a leading English language daily
newspaper published in London (which is expected to be the
Financial Times).
13. Instructions for payment must be received at the offices of
the Paying Agent referred to above together with this Global
Note as follows:
(a) if this Global Note is denominated in Australian dollars, New
Zealand dollars, Hong Kong dollars or Japanese Yen, at least
two Business Days prior to the relevant payment date;
(b) if this Global Note is denominated in United States dollars,
Canadian dollars or Sterling, on or prior to the relevant
payment date; and
(c) in all other cases, at least one Business Day prior to the
relevant payment date.
As used in this paragraph, "Business Day" means:
(i) a day other than a Saturday or Sunday on which commercial banks are open
for general business (including dealings in foreign exchange and foreign
currency deposits) in London; and
(ii) in the case of payments in Euro, a TARGET Business Day and, in all other
cases, a day on which commercial banks are open for general business
(including dealings in foreign exchange and foreign currency deposits)
in the principal financial centre in the country of the above-mentioned
Specified Currency.
14. This Global Note shall not be validly issued unless manually
authenticated by Citibank, N.A. as issue agent.
15. This Global Note is governed by, and shall be construed in accordance
with, English law.
16. (a) English courts: The courts of England have exclusive jurisdiction to
settle any dispute (a "Dispute") arising from or connected with this
Global Note.
(b) Appropriate forum: The Issuer agrees that the courts of England are the
most appropriate and convenient courts to settle any Dispute and,
accordingly, that it will not argue to the contrary.
(c) Rights of the bearer to take proceedings outside England: Clause 16(a)
(English courts) is for the benefit of the bearer only. As a result,
nothing in this clause 15 prevents the bearer from taking proceedings
relating to a Dispute ("Proceedings") in any other courts with
jurisdiction. To the extent allowed by law, the bearer may take
concurrent Proceedings in any number of jurisdictions.
(d) Process agent: The Issuer agrees that the documents which start any
Proceedings and any other documents required to be served in relation to those
Proceedings may be served on it by being delivered to DENTSPLY at Hamm Moor
Lane, Addlestone, Weybridge, Surrey KT15 2SE or, if different, its registered
office for the time being or at any address of the Issuer in Great Britain at
which process may be served on it in accordance with Part XXIII of the Companies
Act 1985. If such person is not or ceases to be effectively appointed to accept
service of process on behalf of the Issuer, the Issuer shall, on the written
demand of the bearer addressed to the Issuer and delivered to the Issuer or to
the Specified Office of the Paying Agent appoint a further person in England to
accept service of process on its behalf and, failing such appointment within 15
days, the bearer shall be entitled to appoint such a person by written notice
addressed to the Issuer and delivered to the Issuer or to the Specified Office
of the Paying Agent. Nothing in this paragraph shall affect the right of the
bearer to serve process in any other manner permitted by law. This clause
applies to Proceedings in England and to Proceedings elsewhere.
(e) Waiver of immunity: Without waiving any legitimate defense to any claim,
the Issuer irrevocably and unconditionally:
(i) agrees not to claim any immunity from proceedings brought by the bearer
against it in relation to this Global Note and to ensure that no such
claim is made on its behalf;
(ii) consents generally to the giving of any relief or the issue of any
process in connection with those proceedings; and
(iii) waives all rights of immunity in respect of it or its assets.
(f) Waiver of trial by jury: EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH ANY
PROGRAMME AGREEMENT OR NOTE OR ANY TRANSACTION CONTEMPLATED BY ANY
PROGRAMME AGREEMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO
TRIAL BY COURT.
17. No person shall have any right to enforce any provision of this Global
Note under the Contracts (Rights of Third Parties) Act 1999 but this
does not affect any right or remedy of any person which exists or is
available apart from that Act.
AUTHENTICATED by Signed on behalf of:
CITIBANK, N.A. DENTSPLY INTERNATIONAL INC.
without recourse, warranty or liability and for
authentication purposes only
By: __________________________________ By: __________________________________
(Authorised Signatory) (Authorised Signatory)
SCHEDULE
PAYMENTS OF INTEREST
The following payments of interest in respect of this Global Note have been
made:
Date Payment Payment Amount Notation
Made From To Paid on behalf
of Paying
Agent
============== ========== ============= ================ ==========
============== ========== ============= ================ ==========
- -------------- ---------- ------------- ---------------- ----------
Pro-forma Redemption or Interest Calculation
(Index linked Global Note)
This is the Redemption or Interest Calculation relating to the attached
index-linked Global Note:
Calculation Date: _____________________________
Calculation Agent: _____________________________
Minimum Redemption (pound)500,000 (for Sterling Notes Only)
Amount (per Note):
Redemption Amount: to be calculated by the Calculation Agent as follows:
[Insert particulars of index and redemption calculation]
[Indicate whether the calculation refers to principal or coupon]
Confirmed:
- -----------------------------
For DENTSPLY INTERNATIONAL INC.
Note: The Calculation Agent is required to notify the Principal Paying
Agent for the Notes of the Redemption Amount immediately
upon completing its calculation of the same.
FORM OF MULTI-CURRENCY DEFINITIVE NOTE
Form of Multicurrency Definitive Note
(Interest Bearing/Discounted/Index-Linked)
(Non-Sterling) (6)
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:(4) __________ months LIBOR/EURIBOR(1)
Calculation Agent:(2) Fixed Interest Rate:(3) ___________________%per annum
(Principal)
Margin:(4) % Calculation Agent:(4)
____________________________
(Interest)
Interest Payment Dates:(5) __________________________
1.
For value received, DENTSPLY INTERNATIONAL INC. (the "Issuer") promises to
pay to the bearer of this Note on the above-mentioned Maturity Date:
(a) the above-mentioned Nominal Amount; or
(b) if this 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 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 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 Note denominated in Euro or U.S. dollars) or, in the
case of a 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. All payments in respect of this 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 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 Note is presented for payment:
(a) by reason of its having some connection with the jurisdiction imposing
the Taxes other than the mere holding of this Note; or
(b) where such deduction or withholding is imposed on a payment to an
individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the
ECOFIN Council meeting on 26-27 November 2000 or any law implementing or
complying with, or introduced in order to conform to, such Directive; or
(c) by or on behalf of a holder who would have been able to avoid such
withholding or deduction by (i) presenting the Note or Coupon to another
Paying Agent in a member state of the European Union; or (ii)
authorising the Paying Agent to report information in accordance with
the procedure laid down by the relevant tax authority or by producing,
in the form required by the relevant tax authority, a declaration,
claim, certificate, document or other evidence establishing exemption
therefrom; or
(d) more than 15 days after the Maturity Date or, if applicable, the
relevant Interest Payment Date or (in either case) the date on which
payment hereof is duly provided for, whichever occurs later, except to
the extent that the holder would have been entitled to such additional
amounts if it had presented this Note on the last day of such period of
15 days.
3. The payment obligation of the Issuer represented by this Note
constitutes and at all times shall constitute a direct and unsecured
obligation of the Issuer ranking pari passu without any preference with
all present and future unsecured and unsubordinated indebtedness of the
Issuer.
4. If the Maturity Date or, if applicable, the relevant Interest Payment
Date is not a Payment Business Day (as defined herein) payment in
respect hereof will not be made and credit or transfer instructions
shall not be given until the next following Payment Business Day and the
bearer of this Note shall not be entitled to any interest or other sums
in respect of such postponed payment.
As used in this Note:
"Payment Business Day" means any day other than a Saturday or Sunday
which is both (A) a day on which commercial banks and foreign exchange
markets settle payments and are open for general business (including
dealings in foreign exchange and foreign currency deposits) in the
relevant place of presentation, and (B) either (i) if the
above-mentioned Specified Currency is any currency other than euro, a
day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealings in
foreign exchange and foreign currency deposits) in both London and the
principal financial centre of the country of the relevant Specified
Currency (which, if the Specified Currency is Australian dollars, shall
be Sydney) or (ii) if the above-mentioned Specified Currency is euro, a
day which is a TARGET Business Day; and
"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 operating credit or transfer instructions in
respect of payments in euro.
Provided that if the Paying Agent determines with the agreement of the
Issuer that the market practice in respect of Euro denominated
internationally offered securities is different from that specified
above, the above shall be deemed to be amended so as to comply with such
market practice and the Paying Agent shall procure that a notice of such
amendment is published not less than 15 days prior to the date on which
any payment in euro falls due to be made in such manner as the Paying
Agent may determine.
5. The payment obligation of the Issuer represented by this
Global Note constitutes and at all times shall constitute a
direct and unsecured obligation of the Issuer ranking at least
pari passu with all present and future unsecured and
unsubordinated indebtedness of the Issuer, including any
guarantees given by the Issuer, other than obligations
preferred by mandatory provisions of law applying to companies
generally.
6. This Note is negotiable and, accordingly, title hereto shall
pass by delivery and the bearer shall be treated as being
absolutely entitled to receive payment upon due presentation
hereof (notwithstanding any notation of ownership or other
writing thereon or notice of any previous loss or theft
thereof).
7. If this is an interest bearing Note, then:
(a) notwithstanding the provisions of paragraph 1 above, if any
payment of interest in respect of this Note falling due for
payment prior to the above-mentioned Maturity Date remains
unpaid on the fifteenth day after falling so due, the amount
referred to in part (a) or (b) (as the case may be) of
paragraph 1 shall be payable on such fifteenth day; and
(b) upon each payment of interest (if any) prior to the Maturity
Date in respect of this Note, the Schedule hereto shall be
duly completed by the Paying Agent to reflect such payment;
and
(c) if no Interest Payment Dates are specified on the face of the
Note, the Interest Payment Date shall be the Maturity Date.
8. If this is a fixed rate interest bearing Note, interest shall
be calculated on the Nominal Amount as follows:
(a) interest shall be payable on the Nominal Amount in respect of
each successive Interest Period (as defined below) from the
Issue Date to the Maturity Date only, in arrear on the
relevant Interest Payment Date, on the basis of the actual
number of days in such Interest Period and a year of 360 days
at the above-mentioned Interest Rate with the resulting figure
being rounded to the nearest amount of the above-mentioned
Specified Currency which is available as legal tender in the
country or countries (in the case of the Euro) of the
Specified Currency (with halves being rounded upwards); and
(b) the period beginning on the Issue Date and ending on the first
Interest Payment Date and each successive period beginning on
an Interest Payment Date and ending on the next succeeding
Interest Payment Date is an "Interest Period" for the purposes
of this paragraph.
9. If this is a floating rate interest bearing Note, interest
shall be calculated on the Nominal Amount as follows:
(a) in the case of a Note which specifies LIBOR as the Reference
Rate on its face, the Rate of Interest will be the aggregate
of LIBOR and the above-mentioned Margin (if any) above or
below LIBOR. Interest shall be payable on the Nominal Amount
in respect of each successive Interest Period (as defined
below) from the Issue Date to the Maturity Date only, in
arrear on the relevant Interest Payment Date, on the basis of
the actual number of days in such Interest Period and a year
of 360 days.
As used in this Note:
"LIBOR", in respect of any Interest Period, shall be equal to
the rate defined as "LIBOR-BBA" in respect of the
above-mentioned Specified Currency (as defined in the 2000
ISDA Definitions published by the International Swaps and
Derivatives Association, Inc., as amended, updated or replaced
as at the date of this Note, (the "ISDA Definitions")) as at
11.00 a.m. (London time) or as near thereto as practicable on
the second London Banking Day before the first day of the
relevant Interest Period (a "LIBOR Interest Determination
Date"), as if the Reset Date (as defined in the ISDA
Definitions) were the first day of such Interest Period and
the Designated Maturity (as defined in the ISDA Definitions)
were the number of months specified on the face of this Note
in relation to the Reference Rate; and
"London Banking Day" shall mean a day on which commercial
banks are open for general business (including dealings in
foreign exchange and foreign currency deposits) in London;
(b) in the case of a Note which specifies EURIBOR as the Reference
Rate on its face, the Rate of Interest will be the aggregate
of EURIBOR and the above-mentioned Margin (if any) above or
below EURIBOR. Interest shall be payable on the Nominal Amount
in respect of each successive Interest Period (as defined
below) from the Issue Date to the Maturity Date only, in
arrear on the relevant Interest Payment Date, on the basis of
the actual number of days in such Interest Period and a year
of 360 days.
As used in this Note, "EURIBOR" shall be equal to
EUR-EURIBOR-Telerate (as defined in the ISDA Definitions) as
at 11.00 a.m. (Brussels time) or as near thereto as
practicable on the second TARGET Business Day before the first
day of the relevant Interest Period (a "EURIBOR Interest
Determination Date"), as if the Reset Date (as defined in the
ISDA Definitions) were the first day of such Interest Period
and the Designated Maturity (as defined in the ISDA
Definitions) were the number of months specified on the face
of this Note in relation to the Reference Rate;
(c) the Calculation Agent will, as soon as practicable after 11.00 a.m.
(London time) on each LIBOR Interest Determination Date or 11.00 a.m. (Brussels
time) on each EURIBOR Interest Determination Date (as the case may be),
determine the Rate of Interest and calculate the amount of interest payable (the
"Amount of Interest") for the relevant Interest Period. "Rate of Interest" means
(A) if the Reference Rate is EURIBOR, the rate which is determined in accordance
with the provisions of paragraph 8(b), and (B) in any other case, the rate which
is determined in accordance with the provisions of paragraph 8(a). The Amount of
Interest shall be calculated by applying the Rate of Interest to the Nominal
Amount of one Note of each denomination, multiplying such product by the actual
number of days in the Interest Period concerned divided by 360 and rounding the
resulting figure to the nearest amount of the above-mentioned Specified Currency
which is available as legal tender in the country or countries (in the case of
the euro) of the Specified Currency (with halves being rounded upwards). The
determination of the Rate of Interest and the Amount of Interest by the
Calculation Agent named above shall (in the absence of manifest error) be final
and binding upon all parties;
(d) a certificate of the Calculation Agent as to the Rate of
Interest payable hereon for any Interest Period shall be
conclusive and binding as between the Issuer and the bearer
hereof;
(e) the period beginning on the Issue Date and ending on the first
Interest Payment Date and each successive period beginning on
an Interest Payment Date and ending on the next succeeding
Interest Payment Date is called an "Interest Period" for the
purposes of this paragraph; and
(f) the Issuer will procure that a notice specifying the Rate of
Interest payable in respect of each Interest Period be
published as soon as practicable after the determination of
the Rate of Interest. Such notice will be delivered to the
bearer of this Note, or if that is not practicable, will be
published in a leading English language daily newspaper
published in London (which is expected to be the Financial
Times).
10. Instructions for payment must be received at the offices of
the Paying Agent referred to above together with this Note as
follows:
(a) if this Note is denominated in Australian dollars, New Zealand
dollars, Hong Kong dollars or Japanese Yen, at least two
Business Days prior to the relevant payment date;
(b) if this Note is denominated in United States dollars or
Canadian dollars, on or prior to the relevant payment date;
and
(c) in all other cases, at least one Business Day prior to the
relevant payment date.
As used in this paragraph, "Business Day" means:
(i) a day other than a Saturday or Sunday on which commercial
banks are open for general business (including dealings in
foreign exchange and foreign currency deposits) in London; and
(ii) in the case of payments in Euro, a TARGET Business Day and, in
all other cases, a day on which commercial banks are open for
general business (including dealings in foreign exchange and
foreign currency deposits) in the principal financial centre
in the country of the above-mentioned Specified Currency.
11. This Note shall not be validly issued unless manually
authenticated by Citibank N.A. as issue agent.
12. This Note is governed by, and shall be construed in accordance
with, English law.
13. (a) English courts: The courts of England have exclusive
jurisdiction to settle any dispute (a "Dispute") arising from
or connected with this Global Note.
(b) Appropriate forum: The Issuer agrees that the courts of
England are the most appropriate and convenient courts to
settle any Dispute and, accordingly, that it will not argue to
the contrary.
(c) Rights of the bearer to take proceedings outside England:
Clause 12(a) (English courts) is for the benefit of the bearer
only. As a result, nothing in this clause 12 prevents the
bearer from taking proceedings relating to a Dispute
("Proceedings") in any other courts with jurisdiction. To the
extent allowed by law, the bearer may take concurrent
Proceedings in any number of jurisdictions.
(d) Process agent: The Issuer agrees that the documents which start any
Proceedings and any other documents required to be served in relation to those
Proceedings may be served on it by being delivered to Hamm Moor Lane,
Addlestone, Weybridge, Surrey KT15 2SE or, if different, its registered office
for the time being or at any address of the Issuer in Great Britain at which
process may be served on it in accordance with Part XXIII of the Companies Act
1985. If such person is not or ceases to be effectively appointed to accept
service of process on behalf of the Issuer, the Issuer shall, on the written
demand of the bearer addressed to the Issuer and delivered to the Issuer or to
the Specified Office of the Paying Agent appoint a further person in England to
accept service of process on its behalf and, failing such appointment within 15
days, the bearer shall be entitled to appoint such a person by written notice
addressed to the Issuer and delivered to the Issuer or to the Specified Office
of the Paying Agent. Nothing in this paragraph shall affect the right of the
bearer to serve process in any other manner permitted by law. This clause
applies to Proceedings in England and to Proceedings elsewhere.
(e) Waiver of immunity: Without waiving any legitimate defense to
any claim, the Issuer irrevocably and unconditionally:
(i) agrees not to claim any immunity from proceedings
brought by the bearer against it in relation to this
Note and to ensure that no such claim is made on its
behalf;
(ii) consents generally to the giving of any relief or the issue of any process
in connection with those proceedings; and
(iii) waives all rights of immunity in respect of it or its assets.
(f) Waiver of trial by jury: EACH PARTY WAIVES ANY RIGHT IT MAY
HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH ANY PROGRAMME AGREEMENT OR NOTE OR ANY
TRANSACTION CONTEMPLATED BY ANY PROGRAMME AGREEMENT. THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY COURT.
14. No person shall have any right to enforce any provision of this Global
Note under the Contracts (Rights of Third Parties) Act 1999 but this
does not affect any right or remedy of any person which exists or is
available apart from that Act.
AUTHENTICATED by Signed on behalf of:
CITIBANK, N.A. DENTSPLY INTERNATIONAL INC.
without recourse, warranty or liability and for
authentication purposes only
By: __________________________________ By: ________________________
(Authorised Signatory) (Authorised Signatory)
SCHEDULE
PAYMENTS OF INTEREST
The following payments of interest in respect of this Note have been made:
Date Payment Payment Amount Notation
Made From To Paid on behalf
of Paying
Agent
============== ========== ============= ================ ==============
============== ========== ============= ================ ==============
- -------------- ---------- ------------- ---------------- --------------
Pro-forma Redemption or Interest Calculation
(Index linked Note)
This is the Redemption or Interest Calculation relating to the attached
index-linked Note:
Calculation Date: _____________________________
Calculation Agent: _____________________________
Redemption Amount: to be calculated by the Calculation Agent as follows:
[Insert particulars of index and redemption calculation]
[Indicate whether the calculation refers to principal or coupon]
Confirmed:
- -----------------------------
For DENTSPLY INTERNATIONAL INC.
Note: The Calculation Agent is required to notify the Paying Agent for
the Notes of the Redemption Amount immediately upon
completing its calculation of the same.
FORM OF STERLING DEFINITIVE NOTES
Form of Definitive Note
(for use where the Issuer accepts the
proceeds of issue in the United Kingdom)
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).
(pound)500,000
DENTSPLY INTERNATIONAL INC.
No: _______________________ Series No.: ____________________________
Issued in London on: ___________________ Maturity Date: ___________________
Denomination: __________________ Nominal Amount: ________________________
(words and figures)
Calculation Agent(7): _________ Minimum Redemption Amount: GBP500,000 ______
(Principal) (one hundred thousand pounds)
Fixed Interest Rate(8): ______%per annum Reference Rate: ______ month LIBOR(9)
Margin(3): _____________% Calculation Agent(10): _________________
Interest Payment Dates(11): ______________________
(Interest)
1.
For value received, DENTSPLY INTERNATIONAL INC. (the "Issuer") promises to
pay to the bearer of this Note on the above-mentioned Maturity Date:
(a) the above-mentioned Nominal Amount; or
(b) if this 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 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 on the reverse of this Note.
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 5LB, 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 Note
at the office of the Paying Agent referred to above (other than in the
United States or its possessions) by transfer to a sterling account
maintained by the bearer in London. 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 of 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. All payments in respect of this 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 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 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 Note;
or
(b) where such deduction or withholding is imposed on a payment to
an individual and is required to be made pursuant to any
European Union Directive on the taxation of savings
implementing the conclusions of the ECOFIN Council meeting on
26-27 November 2000 or any law implementing or complying with,
or introduced in order to conform to, such Directive; or
(c) by or on behalf of a holder who would have been able to avoid
such withholding or deduction by (i) presenting this Note to
another Paying Agent in a member state of the European Union;
or (ii) by authorising the Paying Agent to report information
in accordance with the procedure laid down by the relevant tax
authority or by producing, in the form required by the
relevant tax authority, a declaration, claim, certificate,
document or other evidence establishing exemption therefrom;
or
(d) more than 15 days after the Maturity Date or the date on which
payment hereof is duly provided for, whichever occurs later,
except to the extent that the holder would have been entitled
to such additional amounts if it had presented this note on
the last day of each 15 day period.
3. The payment obligation of the Issuer represented by this Note
constitutes and at all times shall constitute a direct and
unsecured obligation of the Issuer ranking pari passu without
any preference with all present and future unsecured and
unsubordinated indebtedness of the Issuer, including any
guarantees given by the Issuer, other than obligations
preferred by mandatory provisions of law applying to companies
generally.
4. If the Maturity Date or, if applicable, the relevant Interest
Payment Date is not a Payment Business Day (as defined herein)
payment in respect hereof will not be made and credit or
transfer instructions shall not be given until the next
following Payment Business Day and the bearer of this Note
shall not be entitled to any interest or other sums in respect
of such postponed payment. As used in this Note, "Payment
Business Day" means any day other than a Saturday or Sunday
which is a day on which commercial banks and foreign exchange
markets settle payments and are open for general business in
London.
5. This Note is negotiable and, accordingly, title hereto shall
pass by delivery and the bearer shall be treated as being
absolutely entitled to receive payment upon due presentation
hereof (notwithstanding any notation of ownership or other
writing thereon or notice of any previous loss or theft
thereof).
6. This Note shall not be validly issued unless manually
authenticated by Citibank N.A., as issue agent.
7. This Note is governed by, and shall be construed in accordance
with, English law.
8. (a) English courts: The courts of England have exclusive
jurisdiction to settle any dispute (a "Dispute") arising from
or connected with this Note.
(b) Appropriate forum: The Issuer agrees that the courts of
England are the most appropriate and convenient courts to
settle any Dispute and, accordingly, that it will not argue to
the contrary.
(c) Rights of the bearer to take proceedings outside England:
Clause 8(a) (English courts) is for the benefit of the bearer
only. As a result, nothing in this clause 8 prevents the
bearer from taking proceedings relating to a Dispute
("Proceedings") in any other courts with jurisdiction. To the
extent allowed by law, the bearer may take concurrent
Proceedings in any number of jurisdictions.
(d) Process agent: The Issuer agrees that the documents which start any
Proceedings and any other documents required to be served in relation to those
Proceedings may be served on it by being delivered to DENTSPLY Limited at Hamm
Moor Lane, Addlestone, Weybridge, Surrey, KT15 2SE or, if different, its
registered office for the time being or at any address of the Issuer in Great
Britain at which process may be served on it in accordance with Part XXIII of
the Companies Act 1985. If such person is not or ceases to be effectively
appointed to accept service of process on behalf of the Issuer, the Issuer
shall, on the written demand of the bearer addressed to the Issuer and delivered
to the Issuer or to the Specified Office of the Paying Agent appoint a further
person in England to accept service of process on its behalf and, failing such
appointment within 15 days, the bearer shall be entitled to appoint such a
person by written notice addressed to the Issuer and delivered to the Issuer or
to the Specified Office of the Paying Agent. Nothing in this paragraph shall
affect the right of the bearer to serve process in any other manner permitted by
law. This clause applies to Proceedings in England and to Proceedings elsewhere.
(e) Waiver of immunity: Without waiving any legitimate defense to
any claim, the Issuer irrevocably and unconditionally:
(i) agrees not to claim any immunity from proceedings
brought by the bearer against it in relation to this
Note and to ensure that no such claim is made on its
behalf;
(ii) consents generally to the giving of any relief or the issue of any process
in connection with those proceedings; and
(iii) waives all rights of immunity in respect of it or its assets.
(f) Waiver of trial by jury: EACH PARTY WAIVES ANY RIGHT IT MAY
HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH ANY PROGRAMME AGREEMENT OR NOTE OR ANY
TRANSACTION CONTEMPLATED BY ANY PROGRAMME AGREEMENT. THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY COURT.
9. No person shall have any right to enforce any provision of this Global
Note under the Contracts (Rights of Third Parties) Act 1999 but this
does not affect any right or remedy of any person which exists or is
available apart from that Act.
AUTHENTICATED by Signed on behalf of:
CITIBANK, N.A. DENTSPLY INTERNATIONAL INC.
without recourse, warranty or liability and for
authentication purposes only
By: __________________________________ By: _______________________
(Authorised Signatory) (Authorised Signatory)
By: __________________________________
(Authorised Signatory)
[On the Reverse]
(C) If this is an interest bearing Note, then:
(a) notwithstanding the provisions of paragraph 1 above, if any
payment of interest in respect of this Note falling due for
payment prior to the above-mentioned Maturity Date remains
unpaid on the fifteenth day after falling so due, the amount
referred to in part (a) or (b) (as the case may be) of
paragraph 1 shall be payable on such fifteenth day; and
(b) upon each payment of interest (if any) prior to the Maturity
Date in respect of this Note, the Schedule hereto shall be
duly completed by the Paying Agent to reflect such payment;
and
(c) if no Interest Payment Dates are specified on the face of the
Global Note, the Interest Payment Date shall be the Maturity
Date.
(D) If this is a fixed rate interest bearing Note, interest shall
be calculated on the Nominal Amount as follows:
(a) interest shall be payable on the Nominal Amount in respect of
each successive Interest Period (as defined below) from the
Issue Date to the Maturity Date only, in arrear on the
relevant Interest Payment Date, on the basis of the actual
number of days in such Interest Period and a year of 365 days
at the above-mentioned Interest Rate with the resulting figure
being rounded to the nearest penny (with halves being rounded
upwards); and
(b) the period beginning on the Issue Date and ending on the first
Interest Payment Date and each successive period beginning on
an Interest Payment Date and ending on the next succeeding
Interest Payment Date is an "Interest Period" for the purposes
of this paragraph (B).
(E) If this is a floating rate interest bearing Note, interest
shall be calculated on the Nominal Amount as follows:
(a) the Rate of Interest will be the aggregate of LIBOR and the
above-mentioned Margin (if any) above or below LIBOR. Interest shall be payable
on the Nominal Amount in respect of each successive Interest Period (as defined
below) from the Issue Date to the Maturity Date only, in arrear on the relevant
Interest Payment Date, on the basis of the actual number of days in such
Interest Period and a year of 365 days. As used in this Note, "LIBOR", in
respect of any Interest Period, shall be equal to the rate defined as
"LIBOR-BBA" in respect of Sterling (as defined in the 2000 ISDA Definitions
published by the International Swaps and Derivatives Association, Inc., as
amended, updated or replaced as at the date of this Note) as at 11.00 a.m.
(London time) or as near thereto as practicable on the first day of the relevant
Interest Period as if the Reset Date (as defined in the ISDA Definitions) were
the first day of such Interest Period and the Designated Maturity (as defined in
the ISDA Definitions) were the number of months specified on the face of this
Note in the Reference Rate;
(b) the Calculation Agent will, as soon as practicable after 11.00 a.m.
(London time) on the first day of the relevant Interest Period, determine the
Rate of Interest and calculate the amount of interest payable (the "Amount of
Interest") for the relevant Interest Period. "Rate of Interest" means the rate
which is determined in accordance with the provisions of sub-paragraph (a)
above. The Amount of Interest shall be calculated by applying the Rate of
Interest to the Nominal Amount of one Note of each denomination, multiplying
such product by the actual number of days in the Interest Period concerned
divided by 365 and rounding the resulting figure to the nearest penny. The
determination of the Rate of Interest and the Amount of Interest by the
Calculation Agent named above shall (in the absence of manifest error) be final
and binding upon all parties;
(c) a certificate of the Calculation Agent as to the Rate of
Interest payable hereon for any Interest Period shall be
conclusive and binding as between the Issuer and the bearer
hereof;
(d) the period beginning on the Issue Date and ending on the first
Interest Payment Date and each successive period beginning on
an Interest Payment Date and ending on the next succeeding
Interest Payment Date is called an "Interest Period" for the
purposes of this paragraph (C).
SCHEDULE
PAYMENTS OF INTEREST
The following payments of interest in respect of this Note have been made:
Date Payment Payment Amount Notation
Made From To Paid on behalf
of Paying
Agent
============== ========== ============= ================ =============
============== ========== ============= ================ =============
- -------------- ---------- ------------- ---------------- ------------
Pro-forma Redemption or Interest Calculation
(Index linked Note)
This is the Redemption or Interest Calculation relating to the attached
index-linked Note:
Calculation Date: _____________________________
Calculation Agent: _____________________________
Redemption Amount: to be calculated by the Calculation Agent as follows:
[Insert particulars of index and redemption calculation]
[Indicate whether the calculation refers to principal or coupon]
Confirmed:
- -----------------------------
For DENTSPLY INTERNATIONAL INC.
Note: The Calculation Agent is required to notify the Paying Agent for
the Notes of the Redemption Amount immediately upon completing its
calculation of the same.
SIGNATURE PAGES
The Issuer
DENTSPLY INTERNATIONAL INC.
By:
Address: 221 West Philadelphia Street
York
Pennsylvania 17405-0872
Telephone: + (717) 849 4262
Facsimile: + (717) 849 4486
Attention: Treasurer
The Agent
CITIBANK, N.A.
By:
Address: Citigroup Centre
Canada Square
London, E14 5LP
Telephone: +44 20 7508 3826
Facsimile: +44 20 7508 3884
Attention: Agency and Trust
- ----------------------------------------------------------------------------
(1) Delete as appropriate. The reference rate
will be LIBOR unless this Global Note is
denominated in euro and the Issuer and the
relevant Dealer agree that the reference
rate should be EURIBOR.
(2) Complete for index-linked Notes only. (3)
Complete for fixed rate interest bearing
Notes only.
(4) Complete for floating rate interest bearing
Notes only.
(5) Complete for floating rate interest bearing
Notes only. (9) Complete for interest
bearing Notes.
(1) Delete as appropriate. The reference rate
will be LIBOR unless this Note is
denominated in euro and the Issuer and the
relevant Dealer agree that the reference
rate should be EURIBOR.
(2) Complete for index-linked Notes only. (3)
Complete for fixed rate interest bearing
Notes only. (4) Complete for floating rate
interest bearing Notes only. (5) Complete
for interest bearing Notes.
(7) Complete for index-linked Notes only. (8)
Complete for fixed rate interest bearing
Notes only.
(9) Complete for floating rate interest bearing
Notes only.
(10) Complete for floating rate interest bearing
Notes only.
(11) Complete for interest bearing Notes.