18 July 2002
DENTSPLY INTERNATIONAL INC.
as Issuer
CITIBANK INTERNATIONAL plc
as Arranger
- and -
CITIBANK INTERNATIONAL plc
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
as Dealers
---------------------------------------------
DEALER AGREEMENT
relating to a U.S.$250,000,000
EURO-COMMERCIAL PAPER PROGRAMME
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CONTENTS
Clause Page
1. Interpretation..........................................0
2. Issue...................................................0
3. Representations And Warranties..........................0
4. Covenants And Agreements................................0
5. Conditions Precedent....................................0
6. Termination And Appointment.............................0
7. Notices.................................................0
8. Assignment..............................................0
9. Third Party Rights......................................0
10. Law And Jurisdiction....................................0
11. Counterparts............................................0
SCHEDULE 1 Condition Precedent Documents..................0
SCHEDULE 2 Selling Restrictions...........................0
SCHEDULE 3 Programme Summary..............................0
SCHEDULE 4 Increase Of Maximum Amount.....................0
SCHEDULE 5 Appointment Of New Dealer......................0
SCHEDULE 6 Form Of Calculation Agency Agreement...........0
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THIS AGREEMENT is made on 18 July 2002
BETWEEN
(1)...DENTSPLY INTERNATIONAL INC. (the "Issuer");
(2) CITIBANK INTERNATIONAL plc (the "Arranger"); and
(3) CITIBANK INTERNATIONAL plc and CREDIT SUISSE FIRST
BOSTON (EUROPE) LIMITED as Dealers.
IT IS AGREED as follows:
1. Interpretation
1.1 Definitions
In this Agreement:
"Agency Agreement" means the issue and paying agency
agreement, dated the date hereof, between the Issuer,
the Issue Agent and the Paying Agents, providing for
the issue of and payment on the Notes, as such
agreement may be amended or supplemented from time to
time;
"Agreements" means this Agreement (as amended or
supplemented from time to time), any agreement reached
pursuant to Clause 2.1, the Deed of Covenant and the
Agency Agreement;
"Dealer(s)" means the institution or institutions
specified as a Dealer in the Programme Summary together
with any additional institution or institutions
appointed pursuant to Clause 6.2 but excluding any
institution or institutions whose appointment has been
terminated pursuant to Clause 6.1;
"Deed of Covenant" means the deed of covenant, dated
the date hereof, executed by the Issuer in respect of
Global Notes issued pursuant to the Agency Agreement,
as such deed may be amended or supplemented from time
to time;
"Definitive Note" means a security printed Note in
definitive form;
"Disclosure Documents" means, at any particular date,
(a) the Information Memorandum, (b) the most recently
published audited consolidated financial statements of
the Issuer filed with the Securities and Exchange
Commission and any subsequent interim financial
statements filed with the Securities and Exchange
Commission, and (c) any other document delivered by the
Issuer to the Dealer(s) which the Issuer has expressly
authorised to be distributed;
"Dollars" and "U.S.$" denote the lawful currency of the
United States of America; and "Dollar Note" means a
Note denominated in Dollars;
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"Dollar Equivalent" means, on any day:
(a) in relation to any Dollar Note, the nominal amount of
such Note; and
(b) in relation to any Note denominated or to be
denominated in any other currency, the amount in
Dollars which would be required to purchase the
nominal amount of such Note as expressed in such
other currency at the spot rate of exchange for
the purchase of such other currency with Dollars
quoted by the Issue Agent at or about 11.00 a.m.
(London time) on such day;
"Euro" and "EUR" denote the single currency of those
member states of the European Union participating in
European Monetary Union from time to time; and "Euro
Note" means a Note denominated in Euro;
"FSMA" means the Financial Services and Markets Xxx
0000;
"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 the Agency Agreement;
"Index Linked Note" means a Note, the redemption or
coupon amount of which is not fixed at the time of
issue, but which is to be calculated in accordance with
such formula or other arrangement as is agreed between
the Issuer and the relevant Dealer at the time of
reaching agreement under Clause 2.1;
"Information Memorandum" means the most recent
information memorandum, as the same may be amended or
supplemented from time to time, containing information
about the Issuer and the Programme, the text of which
has been prepared by or on behalf of the Issuer for use
by the Dealer(s) in connection with the transactions
contemplated by this Agreement;
"Issue Agent" means Citibank International plc and any
successor issue agent appointed in accordance with the
Agency Agreement;
"Japanese Yen" and "Y" denote the lawful currency of
Japan; and "Yen Note" means a Note denominated in
Japanese Yen;
"Note" means a commercial paper note of the Issuer
purchased or to be purchased by a Dealer under this
Agreement, in bearer global or definitive form,
substantially in the relevant form scheduled to the
Agency Agreement or such other form(s) as may be agreed
from time to time between the Issuer and the Issue
Agent and, unless the context otherwise requires,
includes the commercial paper notes represented by the
Global Notes;
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"Principal Paying Agent" means Citibank International
plc and any successor principal paying agent appointed
in accordance with the Agency Agreement;
"Programme" means the Euro-commercial paper programme
established by this Agreement;
"Programme Summary" means the summary of the
particulars of the Programme as set out in Schedule 3,
as such summary may be amended or superseded from time
to time;
"relevant jurisdiction" means any one or more of the
United Kingdom, the jurisdiction of incorporation of
the Issuer and any jurisdiction from or through which
any payment under or in respect of any Note or any
Agreement may be made;
"Securities Act" means the United States Securities Act
of 1933;
"Sterling" and "GBP" denote the lawful currency of the
United Kingdom; and "Sterling Note" means a Note
denominated in Sterling;
"Subsidiary" means, in respect of any person (the
"first person") at any particular time, any other
person (the "second person"):
(a) Control: whose affairs and policies the first person
controls or has the power to control, whether by
ownership of share capital, contract, the power
to appoint or remove members of the governing
body of the second person or otherwise; or
(b) Consolidation: whose financial statements are, in
accordance with applicable law and generally
accepted accounting principles, consolidated with
those of the first person; and
"Swiss francs" and "CHF" denote the lawful currency of
Switzerland; and "Swiss franc Note" means a Note
denominated in Swiss francs.
1.2 Programme Summary
Terms not expressly defined herein shall have the
meanings set out in the Programme Summary.
1.3 Legislation
Any reference in this Agreement to any legislation
(whether primary legislation or regulations or other
subsidiary legislation made pursuant to primary
legislation) shall be construed as a reference to such
legislation as the same may have been, or may from time
to time be, amended or re-enacted.
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1.4 Clauses and Schedules
Any reference in this Agreement to a Clause, sub-clause
or a Schedule is, unless otherwise stated, to a clause
or sub-clause hereof or a schedule hereto.
1.5 Headings
Headings and sub-headings are for ease of reference
only and shall not affect the construction of this
Agreement.
2. Issue
2.1 Basis of agreements to issue; uncommitted facility
Subject to the terms hereof, the Issuer may issue and
sell Notes to the Dealer(s) from time to time at such
prices and upon such terms as the Issuer and the
relevant Dealer may agree, provided that the Issuer
has, and shall have, no obligation to sell Notes to the
Dealer(s), except as agreed, and each Dealer has, and
shall have, no obligation to purchase Notes from the
Issuer, except as agreed. The Issuer acknowledges that
the Dealer(s) may resell Notes purchased by such
Dealer(s). The tenor of each Note shall not be less
than the Minimum Term nor greater than the Maximum Term
specified in the Programme Summary, calculated from the
date of issue of such Note to the maturity date
thereof. Definitive Notes shall be issued in the
Denomination(s) specified in the Programme Summary.
Each issue of Notes having the same issue date,
maturity date, currency of denomination, yield and
redemption basis will be represented by a Global Note
or by Definitive Notes having the aggregate nominal
amount of such issue as may be agreed between the
Issuer and the relevant Dealer.
2.2 Procedures
If the Issuer and any Dealer shall agree on the terms
of the purchase of any Note by such Dealer (including
agreement with respect to the issue date, maturity
date, currency, denomination, yield, redemption basis,
aggregate nominal amount and purchase price), then:
2.2.1 Instruction to Issue Agent: the Issuer shall instruct
the Issue Agent to issue such Note and deliver it
in accordance with the terms of the Agency
Agreement;
2.2.2 Payment of purchase price: the relevant Dealer shall
pay or arrange for payment of the purchase price
of such Note on the date of issue:
(a) Dollar Note: in the case of a Dollar Note, by
transfer of funds settled through the
New York Clearing House Interbank Payments
System (or such other same-day value funds as
at the time shall be customary for the
settlement in New York City of international
banking transactions denominated in Dollars)
to such account of the Issue Agent in
New York City denominated in Dollars as the
Issue Agent shall have specified for this
purpose; or
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(b) Euro Note: in the case of a Euro Note, by transfer of
funds settled through the Trans-European
Automated Real-Time Gross Settlement Express
Transfer (TARGET) System to such account of
the Issue Agent outside the United Kingdom
denominated in Euro as the Issue Agent shall
have specified for this purpose; or
(c) Other Notes: in all other cases, by transfer of
freely transferable and immediately available
funds in the relevant currency to such
account of the Issue Agent at such bank in
the principal domestic financial centre for
such currency as the Issue Agent shall have
specified for this purpose; and
2.2.3 Delivery Instructions: the relevant Dealer shall
notify the Issue Agent and the Issuer of the
payment and delivery instructions applicable to
such Note or Notes by fax or through any
applicable Citibank software system, such
notification to be received in sufficient time
and in any event no later than (i) 12.30 p.m.
(London time) on the proposed issue date (in the
case of Sterling Definitive Notes); or (ii) 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 Issue Agent and the relevant Dealer)
to enable the Issue Agent to deliver such Note or
Notes as contemplated in the Agency Agreement
(or, in the case of Sterling Definitive Notes,
make the same available for collection) on its
issue date.
2.3 Failure of agreed issuance
If for any reason (including, without limitation, the
failure of the relevant trade) a Note agreed to be
purchased pursuant to Clause 2.1 is not to be issued,
each of the Issuer and the relevant Dealer shall
immediately notify the Issue Agent thereof.
2.4 Issuance currencies
The parties acknowledge that Notes issued under the
Programme may be denominated in Dollars or, subject as
provided below, in any other currency. Any agreement
reached pursuant to Clause 2.1 to sell and purchase a
Note denominated in a currency other than Dollars shall
be conditional upon:
2.4.1 Compliance: it being lawful and in compliance with
all requirements of any relevant central bank and
any other relevant fiscal, monetary, regulatory
or other authority, for deposits to be made in
such currency and for such Note to be issued,
offered for sale, sold and delivered;
2.4.2 Convertibility: such other currency being freely
transferable and freely convertible into Dollars;
and
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2.4.3 Amendments: any appropriate amendments which the
relevant Dealer, the Issuer or the Issue Agent
shall require having been made to this Agreement
and/or the Agency Agreement.
2.5 Increase of Maximum Amount
The Issuer may increase the Maximum Amount by giving at
least ten days' notice by letter, substantially in the
form set out in Schedule 4, to each of the Dealer(s),
the Issue Agent and the Paying Agents. Such increase
will not take effect until the Dealer(s) have received
from the Issuer the documents listed in such letter of
Schedule 1 (if required by the Dealer(s)), in each case
in form and substance acceptable to each Dealer.
2.6 Calculation Agent
If Index Linked Notes are to be issued, the Issuer will
appoint either the relevant Dealer or the Principal
Paying Agent (subject to the consent of the relevant
Dealer or the Principal Paying Agent thereto) or some
other person (subject to the consent of the relevant
Dealer and the Principal Paying Agent to such person's
appointment) to be the calculation agent in respect of
such Index Linked Notes and the following provisions
shall apply:
2.6.1 Dealer: if a Dealer is to be the calculation agent,
its appointment as such shall be on the terms of
the form of agreement set out in Schedule 6, and
each Dealer will be deemed to have entered into
an agreement in such form for a particular
calculation if it is named as calculation agent
in the redemption calculation attached to or
endorsed on the relevant Note;
2.6.2 Principal Paying Agent: if the Principal Paying Agent
is to be the calculation agent, its appointment
as such shall be on the terms set out in the
Agency Agreement;
2.6.3 Other Calculation Agent: if the person nominated by a
Dealer or by the Principal Paying Agent as
calculation agent is not a Dealer, that person
shall execute (if it has not already done so) an
agreement substantially in the form of the
agreement set out in Schedule 6 and the
appointment of that person shall be on the terms
of that agreement.
3. Representations and Warranties
3.1 Representations and warranties
The Issuer represents and warrants to each Dealer at
the date of this Agreement, each date upon which the
Maximum Amount is increased, each date upon which an
agreement for the sale of Notes is made and each date
upon which Notes are, or are to be, issued that:
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3.1.1 Authorisation; valid, binding and enforceable: each
of:
(a) the establishment of the Programme and the execution,
delivery and performance by the Issuer of the
Agreements and the Notes;
(b) the entering into and performance by the Issuer of any
agreement for the sale of Notes reached
pursuant to Clause 2.1; and
(c) the issue and sale of the Notes by the Issuer under
the Agreements,
has been duly authorised by all necessary action
and the same constitute, or, in the case of
Notes, will, when issued in accordance with the
Agency Agreement, constitute, valid and binding
obligations of the Issuer enforceable against it
in accordance with their respective terms;
3.1.2 Status: the obligations of the Issuer under each of
the Agreements and the Notes will rank (other
than in the case of obligations preferred by
mandatory provisions of law) at least pari passu
with all other present and future unsecured
indebtedness of the Issuer or guaranteed by the
Issuer;
3.1.3 Incorporation, capacity: the Issuer is duly
incorporated and validly existing under the laws
of its jurisdiction of incorporation and:
(a) the establishment of the Programme, the execution,
delivery and performance by the Issuer of the
Agreements and the Notes;
(b) the entering into and performance by the Issuer of any
agreement for the sale of Notes reached
pursuant to Clause 2.1; and
(c) the issue and sale of the Notes by the Issuer under
the Agreements,
will not infringe any of the provisions of the
Issuer's constituting documents and will not
contravene any law, regulation, order or
judgement to which the Issuer or any of its
assets is subject nor result in the breach of any
term of, or cause a default under, any instrument
to which the Issuer is a party or by which it or
any of its assets may be bound;
3.1.4 Approvals: all consents, authorisations, licences or
approvals of and registrations and filings with
any governmental or regulatory authority required
in connection with the issue by the Issuer of
Notes under the Agreements and the performance of
the Issuer's obligations under the Agreements and
the Notes have been obtained and are in full
force and effect, and copies thereof have been
supplied to the Dealer(s);
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3.1.5 Disclosure: in the context of this Agreement and the
transactions contemplated hereby, the information
contained or incorporated by reference in the
Disclosure Documents is true and accurate and not
misleading, in any material respect and there are
no other facts the omission of which makes the
Disclosure Documents as a whole or any such
information contained or incorporated by
reference therein misleading in any material
respect;
3.1.6 Financial Statements: the audited financial statements
and any interim financial statements (audited or
unaudited) filed with the Securities and Exchange
Commission published subsequently thereto and
incorporated by reference in the Information
Memorandum as of the respective dates of such
statements and for the periods they cover or to
which they relate and have been prepared in
accordance with the relevant laws of the United
States of America and with generally accepted
accounting principles in the United States of
America applied on a consistent basis throughout
the periods involved (unless and to the extent
otherwise stated therein);
3.1.7 No material adverse change, No litigation: since the
date of the most recent audited financial
statements supplied to the Dealer(s) and, in
relation to any date on which this warranty falls
to be made after the date hereof, save as
otherwise disclosed by any Disclosure Document
subsequently delivered by the Issuer to the
Dealer(s):
(a) there has been no adverse change in the business or
financial condition of the Issuer or its
Subsidiaries, holding companies or
affiliates; and
(b) there is no litigation, arbitration or governmental
proceeding pending or, to the knowledge of
the Issuer, threatened against or affecting
the Issuer or its subsidiaries, holding
companies or affiliates,
which in any case could reasonably be expected to
be material to the issue on a consolidated basis;
3.1.8 No default: the Issuer is not in default in respect of
any indebtedness for borrowed money;
3.1.9 No ratings downgrade: there has been no downgrading,
nor any notice to the Issuer of any intended
downgrading, in the rating accorded to the Issuer
or any security of the Issuer by Standard &
Poor's Ratings Services, a division of the
XxXxxx-Xxxx Companies Inc. or Xxxxx'x Investors
Service, Inc.;
3.1.10 Taxation: the Issuer is not required by any law
or regulation nor any relevant taxing authority
in any relevant jurisdiction to make any
deduction or withholding from any payment due
under the Notes, the Agency Agreement or the Deed
of Covenant for or on account of any income,
registration, transfer or turnover taxes, customs
or other duties or taxes of any kind;
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3.1.11 Maximum Amount not exceeded: the outstanding
principal amount of all Notes on the date of
issue of any Note does not and will not exceed
the Maximum Amount set out in the Programme
Summary (as increased from time to time pursuant
to Clause 2.5) and for this purpose the nominal
amount of any Note denominated in any currency
other than Dollars shall be taken as the Dollar
Equivalent of such nominal amount as at the date
of the agreement for the issue of such Note; and
3.1.12 Investment Company: the Issuer is not an
investment company as defined in the United
States Investment Company Act of 1940.
3.2 Notice of inaccuracy
If, prior to the time a Note is issued and delivered to
or for the account of the relevant Dealer, an event
occurs which would render any of the representations
and warranties set out in Clause 3.1 immediately, or
with the lapse of time, untrue or incorrect, the Issuer
will inform the relevant Dealer in writing as soon as
practicable of the occurrence of such event. In either
case, the relevant Dealer shall inform the Issuer in
writing without any undue delay whether it wishes to
continue or discontinue the issuance and delivery of
the respective Notes.
4. Covenants and Agreements
4.1 Issuer
The Issuer covenants and agrees that:
4.1.1 Delivery of published information: whenever the
Issuer shall file any information with the
Securities and Exchange Commission, the Issuer
shall notify the Dealer(s) shall make a
reasonable number of copies of such information
available to the Dealer(s) upon request to permit
distribution to investors and prospective
investors and shall take such action as may be
necessary to ensure that the representation and
warranty contained in sub-clause 3.1.5 is true
and accurate on the dates contemplated by such
sub-clause;
4.1.2 Indemnity: the Issuer shall indemnify and hold
harmless on demand each Dealer against any claim,
demand, action, liability, damages, cost, loss or
expense (including, without limitation, legal
fees and any applicable value added tax) which it
may incur arising out of or based upon:
(a) the Issuer's failure to make due payment under the
Notes; or
(b) Notes not being issued for any reason (other than as a
result of the failure of any Dealer to pay or
an exception provided for in this Agreement)
after an agreement for the sale of such Notes
has been made; or
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(c) any breach or alleged breach of the representations,
warranties, covenants or agreements made by
the Issuer in this Agreement or any untrue
statement or alleged untrue statement of any
material fact contained in the Disclosure
Documents or the omission or alleged omission
to state therein a material fact necessary in
order to make the statements therein, in the
light of the circumstances under which they
were made, not misleading;
4.1.3 Expenses, stamp duties, amendments: the Issuer will:
(a) Arranger's expenses: pay, or reimburse the Arranger
for, all reasonable out-of-pocket costs and
expenses (including United Kingdom value
added tax and any other taxes or duties
thereon and fees and disbursements of counsel
to the Arranger) incurred by the Arranger in
connection with the preparation, negotiation,
printing, execution and delivery of this
Agreement and all documents contemplated by
this Agreement;
(b) Dealers' expenses: pay, or reimburse each Dealer for,
all reasonable out-of-pocket costs and
expenses (including United Kingdom value
added tax and any other taxes or duties
thereon and fees and disbursements of counsel
to such Dealer) incurred by such Dealer in
connection with the enforcement or protection
of its rights under this Agreement and all
documents contemplated by this Agreement;
(c) Stamp duties: pay all stamp, registration and other
taxes and duties (including any interest and
penalties thereon or in connection therewith)
which may be payable upon or in connection
with the creation and issue of the Notes and
the execution, delivery and performance of
the Agreements and the Issuer shall indemnify
each Dealer against any claim, demand,
action, liability, damages, cost, loss or
reasonable expense (including, without
limitation, legal fees and any applicable
value added tax) which it may incur as a
result or arising out of or in relation to
any failure to pay or delay in paying any of
the same;
(d) Amendments: notify each Dealer of any change in the
identity of or the offices of the Issue Agent
and/or any Paying Agent and any material
change or amendment to or termination of the
Agency Agreement or the Deed of Covenant not
later than ten days prior to the making of
any such change or amendment or such
termination; and it will not permit to become
effective any such change, amendment or
termination which could reasonably be
expected to affect adversely the interests of
any Dealer or the holder of any Notes then
outstanding;
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4.1.4 No deposit-taking: in respect of any Tranche of Notes
which must be redeemed before the first
anniversary of the date of its issue, the Issuer
will issue such Notes only if the following
conditions apply (or the Notes can otherwise be
issued without contravention of section 19 of the
FSMA):
(a) Selling restrictions: each relevant Dealer represents,
warrants and agrees in the terms set out in
sub-clause 3.2 of Schedule 2; and
(b) Minimum denomination: the redemption value of each
such Note is not less than GBP100,000 (or an
amount of equivalent value denominated wholly
or partly in a currency other than sterling),
and no part of any Note may be transferred
unless the redemption value of that part is
not less than GBP100,000 (or such an equivalent
amount);
(c) Minimum denomination in U.S.$: the redemption value of
each Note is not less than U.S.$500,000 in
accordance with U.S. tax laws; and
4.1.5 The Issuer shall not do anything which is inconsistent
with Schedule 2 of this Agreement.
4.2 Compliance
The Issuer shall take such steps (in conjunction with
the Dealer(s), where appropriate) to ensure that any
laws and regulations or requirements of any
governmental agency, authority or institution which may
from time to time be applicable to any Note shall be
fully observed and complied with and in particular (but
without limitation) neither the Issuer, nor any of its
affiliates nor any person acting on its or its
affiliates behalf have engaged or will engage in any
directed selling efforts with respect to the Notes and
it and its affiliates have complied and will comply
with the offering restrictions requirement of
Regulation S. Terms used in this Clause have the
meanings given to them by Regulation S under the
Securities Act.
4.3 Selling restrictions
Each Dealer represents, covenants and agrees that it
has complied with and will comply with the selling
restrictions set out in Schedule 2 and this Agreement.
Subject to compliance with those restrictions, each
Dealer is hereby authorised by the Issuer to circulate
the Disclosure Documents to purchasers or potential
purchasers of the Notes.
4.4 Dealers' obligations several
The obligations of each Dealer contained in this
Agreement are several.
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4.5 Status of Arranger
Each of the Dealers agrees that the Arranger has only
acted in an administrative capacity to facilitate the
establishment and/or maintenance of the Programme and
has no responsibility to it for (a) the adequacy,
accuracy, completeness or reasonableness of any
representation, warranty, undertaking, agreement,
statement or information in the Information Memorandum,
this Agreement or any information provided in
connection with the Programme or (b) the nature and
suitability to it of all legal, tax and accounting
matters and all documentation in connection with the
Programme or any issue of Notes thereunder.
5. Conditions Precedent
5.1 Conditions precedent to first issue
The Issuer agrees to deliver to each Dealer, prior to
the first issue of Notes to that Dealer, each of the
documents set out in Schedule 1 in form, substance and
number satisfactory to the relevant Dealer.
5.2 Conditions precedent to each issue
In relation to each issue of Notes, it shall be a
condition precedent to the purchase thereof by any
Dealer that (a) the representations and warranties in
Clause 3.1 shall be true and correct on each date upon
which an agreement for the sale of Notes is made
hereunder and on the date on which such Notes are
issued and that (b) there is no other material breach
of the Issuer's obligations under any of the Agreements
or the Notes.
5.3 Sterling Definitive Notes
In relation to an issue of Sterling Definitive Notes,
it shall be a condition precedent to the purchase
thereof by any Dealer that the Issuer supplies to each
Dealer, not less than five days prior to the first
issue of such Notes to that Dealer confirmation from
the Issue Agent that the relevant agreed forms of
Definitive Note have been security printed and the same
delivered to the Issue Agent.
6. Termination and Appointment
6.1 Termination
The Issuer may terminate the appointment of any Dealer,
and any Dealer may resign, on not less than ten days'
written notice to the relevant Dealer or the Issuer, as
the case may be. The Issuer shall promptly inform the
other Dealer(s), the Issue Agent and the Paying Agents
of any such termination or resignation. The rights and
obligations of each party hereto shall not terminate in
respect of any rights or obligations accrued or
incurred before the date on which such termination
takes effect and the provisions of sub-clause 4.1.2 and
4.1.3 shall survive termination of this Agreement and
delivery against payment for any of the Notes.
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6.2 Additional Dealers
Nothing in this Agreement shall prevent the Issuer from
appointing one or more additional Dealers upon the
terms of this Agreement provided that any additional
Dealer shall have first confirmed acceptance of its
appointment upon such terms in writing to the Issuer in
substantially the form of the letter set out in
Schedule 5, whereupon it shall become a party to this
Agreement vested with all the authority, rights,
powers, duties and obligations as if originally named
as a Dealer hereunder. The Issuer shall promptly
inform the other Dealer(s), the Issue Agent and the
Paying Agents of any such appointment. The Issuer
hereby agrees to supply to such additional Dealer, upon
such appointment, such legal opinions as are specified
in paragraph 6 of Schedule 1, if requested, or reliance
letters in respect thereof.
7. Notices
7.1 Addressee for notices
All notices and other communications hereunder shall,
save as otherwise provided in this Agreement, be made
in writing and in English (by letter or fax) and shall
be sent to the intended recipient at the address or fax
number and marked for the attention of the person (if
any) from time to time designated by that party to the
other parties hereto for such purpose. The initial
address and fax number so designated by each party are
set out in the Programme Summary.
7.2 Effectiveness
Any communication from any party to any other under
this Agreement shall be effective upon receipt by the
addressee, provided that any such notice or other
communication which would otherwise take effect after
4.00 p.m. on any particular day shall not take effect
until 10.00 a.m. on the immediately succeeding business
day in the place of the addressee.
8. Assignment
If, at any time, any Dealer shall transfer all or
substantially all of its ECP business to any affiliate
then, on the date such transfer becomes effective, such
affiliate shall become the successor to the relevant
Dealer under this Agreement without the execution or
filing of any paper or any further act on the part of
the parties hereto so that the Issuer and such
affiliate shall acquire and become subject to the same
rights and obligations between themselves as if they
had entered into an agreement in the form (the relevant
changes having been made) of this Agreement. After the
said effective date all references in this Agreement to
the relevant Dealer shall be deemed to be references to
such affiliate. The relevant Dealer shall, as soon as
reasonably practicable, give notice of any such
transfer to the Issuer. In this Clause 8, "affiliate"
means, in relation to any person, any entity
controlled, directly or indirectly, by such person, any
entity that controls, directly or indirectly, such
person, or any entity under common control with such
person. For this purpose "control" of any entity or
person means ownership of a majority of the voting
power of the entity or person.
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9. third party rights
A person who is not a party to this Agreement has no
right under the Contracts (Rights of Third Parties) Xxx
0000 to enforce any term of this Agreement.
10. Law and Jurisdiction
10.1 Governing law
This Agreement and all matters arising from or
connected with it are governed by, and shall be
construed in accordance with, English law.
10.2 English courts
The courts of England have exclusive jurisdiction to
settle any dispute (a "Dispute"), arising from or
connected with this Agreement (including a dispute
regarding the existence, validity or termination of
this Agreement) or the consequences of its nullity.
10.3 Appropriate forum
The parties agree that the courts of England are the
most appropriate and convenient courts to settle any
Dispute and, accordingly, that they will not argue to
the contrary.
10.4 Rights of the Dealers to take proceedings outside
England
Clause 10.2 (English courts) is for the benefit of the
Dealers only. As a result, nothing in this Clause 10
(Law and jurisdiction) prevents the Dealers from taking
proceedings relating to a Dispute ("Proceedings") in
any other courts with jurisdiction. To the extent
allowed by law, the Dealers may take concurrent
Proceedings in any number of jurisdictions.
10.5 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 Xxxx
Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, Xxxxxx, XX00 0XX 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 Xxx 0000. 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 any Dealer addressed
and delivered to the Issuer appoint a further person in
England to accept service of process on its behalf and,
failing such appointment within 15 days, any Dealer
shall be entitled to appoint such a person by written
notice addressed to the Issuer and delivered to the
Issuer. Nothing in this paragraph shall affect the
right of any Dealer to serve process in any other
manner permitted by law. This clause applies to
Proceedings in England and to Proceedings elsewhere.
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11. 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.
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Condition Precedent Documents
1. Certified copies of the Issuer's constituting
documents.
2. Certified copies of all documents evidencing the
internal authorisations and approvals required to be
granted by the Issuer in connection with the Programme.
3. Certified copies of any governmental or other consents
and any filings required in connection with the
Programme;
4. Certified or conformed copies of:
(a) the Dealer Agreement, as executed;
(b) the Agency Agreement, as executed; and
(c) the Deed of Covenant, as executed.
5. A copy of confirmation that the Deed of Covenant has
been delivered to the Issue Agent.
6. Legal opinions from:
(a) legal adviser(s) acceptable to the Dealer(s) qualified
in the law of the jurisdiction of incorporation
of the Issuer; and
(b) Xxxxxxxx Chance as to the laws of England.
7. The Information Memorandum.
8. A list of the names, titles and specimen signatures of
the persons authorised:
(a) to sign on behalf of the Issuer this Agreement, the
Deed of Covenant, the Agency Agreement and the
Notes;
(b) to sign on behalf of the Issuer all notices and other
documents to be delivered in connection
therewith; and
(c) to take any other action on behalf of the Issuer in
relation to the Programme.
9. Confirmation from the Issuer or the Issue Agent that
the relevant forms of Global Note have been prepared
and the same delivered to the Issue Agent.
10. Confirmation that Standard & Poor's Ratings Services,
a division of the XxXxxx-Xxxx Companies Inc. and
Xxxxx'x Investors Service, Inc. respectively have
granted ratings for the Programme.
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Selling Restrictions
1. General
By its purchase and acceptance of Notes issued under
this Agreement, each Dealer represents, warrants and
agrees that it will observe all applicable laws and
regulations in any jurisdiction in which it may offer,
sell, or deliver Notes; and that it will not directly
or indirectly offer, sell, resell, reoffer or deliver
Notes or distribute any Disclosure Document, circular,
advertisement or other offering material in any country
or jurisdiction except under circumstances that will
result, to the best of its knowledge and belief, in
compliance with all applicable laws and regulations.
2. The United States of America
The Notes have not been and will not be registered
under the Securities Act and may not be offered or sold
within the United States or to, or for the account or
benefit of, U.S. persons. Each Dealer represents and
agrees that it has offered and sold, and will offer and
sell, Notes only outside the United States to non-U.S.
persons in accordance with Rule 903 of Regulation S
under the Securities Act. Accordingly, each Dealer
represents and agrees that neither it, its affiliates
nor any persons acting on its or their behalf have
engaged or will engage in any directed selling efforts
with respect to the Notes, and that it and they have
complied and will comply with the offering restrictions
requirement of Regulation S. Each Dealer also agrees
that, at or prior to confirmation of sale of Notes, it
will have sent to each distributor, dealer or person
receiving a selling concession, fee or other
remuneration that purchases Notes from it a
confirmation or notice to substantially the following
effect:
"The securities covered hereby have not been
registered under the U.S. Securities Act of 1933
(the "Securities Act") and may not be offered or
sold within the United States or to, or for the
account or benefit of, U.S. persons. Terms used
above have the meanings given to them by
Regulation S under the Securities Act."
Terms used in this paragraph have the meanings given to
them by Regulation S under the Securities Act.
In addition:
(a) each Dealer represents and agrees that at any time (i)
it has not offered or sold, and will not offer or
sell, Notes to a person who is within the United
States or its possessions, or to a United States
person, and (ii) it has not delivered and will
not deliver selling materials or Notes within the
United States or its possessions, except to the
extent such offer, sale or delivery would be
permitted under U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D) (the "D Rules");
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(b) each Dealer represents and agrees that at any time it
has and will continue to have in effect
procedures reasonably designed to ensure that its
employees or agents who are directly engaged in
selling Notes are aware that at any time such
Notes may not be offered or sold to a person who
is within the United States or its possessions or
to a United States person, except to the extent
such offer or delivery would be permitted under
the D Rules;
(c) each Dealer that is a United States person represents
and agrees that at any time it is acquiring the
Notes for purposes of resale outside of the
United States in connection with their original
issuance and if it retains Notes for its own
account, it will only do so in accordance with
the requirements of U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D)(6);
(d) each Dealer represents and agrees that, in connection
with the sale of the Notes it will not deliver
the Notes in definitive form within the United
States or its possessions at any time; and
(e) with respect to each affiliate that acquires Notes
from a Dealer for the purposes of offering or
selling such Notes, such Dealer repeats and
confirms the representation and agreements
contained in paragraphs (a), (b), (c) and (d) on
such affiliate's behalf.
3. The United Kingdom
In relation to each issue of Notes, the Dealer
purchasing such Notes represents, warrants and
undertakes to the Issuer that:
3.1 No deposit-taking: in relation to any Notes having a
maturity of less than one year from the date of
issue:
3.1.1 it is a person whose ordinary activities involve it in
acquiring, holding, managing or disposing of
investments (as principal or agent) for the
purposes of its business;
3.1.2 it has not offered or sold and will not offer or sell
any such Notes other than to persons:
(a) whose ordinary activities involve them in acquiring,
holding, managing or disposing of
investments (as principal or agent) for
the purposes of their businesses; or
(b) who it is reasonable to expect will acquire, hold,
manage or dispose of investments (as
principal or agent) for the purposes of
their businesses,
where the issue of the Notes would otherwise
constitute a contravention of Section 19 of the
FSMA by the Issuer;
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3.2 Financial promotion: it has only communicated or
caused to be communicated and will only
communicate or cause to be communicated any
invitation or inducement to engage in investment
activity (within the meaning of section 21 of the
FSMA) received by it in connection with the issue
or sale of any Notes in circumstances in which
section 21(1) of the FSMA does not apply to the
Issuer; and
3.3 General compliance: it has complied and will comply
with all applicable provisions of the FSMA with
respect to anything done by it in relation to any
Notes in, from or otherwise involving the United
Kingdom.
4. Japan
The Notes have not been and will not be registered
under the Securities and Exchange Law of Japan and,
accordingly, each Dealer undertakes that it will not
offer or sell any Notes, directly or indirectly, in
Japan or to, or for the benefit of any Japanese Person
or to others for re-offering or resale, directly or
indirectly, in Japan or to any Japanese Person expect
under circumstances which will result in compliance
with all applicable laws, regulations and guidelines
promulgated by the relevant Japanese governmental and
regulatory authorities and in effect at the relevant
time. For the purposes of this paragraph, "Japanese
Person" shall mean any person resident in Japan,
including any corporation or other entity organised
under the laws of Japan.
5. Switzerland
Each Dealer and the Issuer has agreed that any issue of
Notes denominated in Swiss Francs will be in compliance
with the guidelines of the Swiss National Bank
regarding issues of Swiss Franc denominated debt
securities.
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Programme Summary
-------------------------------------------------------------------
Issuer Arranger and Dealer
DENTSPLY International Citibank International
Inc. plc
Address: 000 Xxxx Xxxxxxx Xxxxxx Address: Citigroup Centre
XX Xxx 000 00 Xxxxxx Xxxxxx
Xxxx, Xxxxxxxxxxxx Canary Wharf
17405-0872 Xxxxxx X00 0XX
Telephone:+ (000) 000 0000 Telephone+ 00 00 0000 0000
Fax: + (000) 000 0000 Fax: + 00 00 0000 0000
Contact: Treasurer Contact: Short-Term Fixed
Income Desk
-------------------------------------------------------------------
Dealer Issue and Paying Agent
Credit Suisse First Boston Citibank, N.A.
(Europe) Limited
Address: One Cabot Square Address: 0 Xxxxxxxxx Xxxxxx
Xxxxxx X00 0XX Xxxxxx XX0X 0XX
Telephone: + 00 00 0000 0000 Telephone:+ 00 00 0000 0000
Fax: + 00 00 0000 0000 Fax: + 00 00 0000 0000
Contact: Commercial Paper Contact: Agency and Trust
Desk
-------------------------------------------------------------------
Maximum Denominations:
Amount:
U.S.$250,000,000 U.S.$500,000
EUR500,000
GBP100,000
Y100,000,000
CHF500,000
(or other conventionally
accepted denominations in
other currencies provided
that the Dollar Equivalent of
any Note must be at least
U.S.$500,000 on the issue
date as determined at the
spot rate on such date)
-------------------------------------------------------------------
Governing Law: Form of Notes:
Agreements: English Exchangeable Global Notes
with Definitive Notes
available on default or in
certain other limited
circumstances
Sterling Definitive Notes
D5
Notes: English Notes may be issued at a
discount to face value, may
bear interest or may be Index
Linked Notes (other than an
Index which is not based on
the value of property that is
actively traded or which is
based on real estate).
-------------------------------------------------------------------
Minimum Term: Maximum Term:
Seven days (or 183 days
such shorter
period as may
be agreed
between the
Issuer, the
relevant Dealer
and the Issue
Agent)
-------------------------------------------------------------------
Clearing Selling Restrictions:
Systems:
Euroclear United Kingdom
Clearstream, U.S.A.
Luxembourg Japan
Switzerland
-------------------------------------------------------------------
Agent for
Service of
Process:
Dentsply Limited
Address: Xxxx Xxxx Xxxx
Xxxxxxxxxx
Xxxxxxxxx
Xxxxxx XX00
0XX
Telephone: + 00 (0) 0000 000
422
Fax: + 00 (0) 0000 000
887
Contact: General Manager
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Increase of Maximum Amount
[Letterhead of Issuer]
[Date]
To: Citibank International plc
Credit Suisse First Boston (Europe) Limited
Citibank, N.A. (as Issue Agent and Principal Paying
Agent)
Dear Sirs
U.S.$250,000,000 Euro-commercial paper programme
We refer to a dealer agreement dated 18 July 2002 (the
"Dealer Agreement") between ourselves as Issuer, the
Arranger and the Dealers party thereto relating to a
U.S.$250,000,000 Euro-commercial paper programme (the
"Programme"). Terms used in the Dealer Agreement shall have
the same meaning in this letter.
In accordance with Clause 2.5 of the Dealer Agreement, we
hereby notify each of the addressees listed above that the
Maximum Amount of the Programme is to be increased from
U.S.$[ ] to U.S.$[ ] with effect from [date], subject
to delivery of the following documents:
(a) an updated or supplemental Information Memorandum
reflecting the increase in the Maximum Amount of the
Programme.
(b) certified copies of all documents evidencing the
internal authorisations and approvals required to be
granted by the Issuer for such increase in the Maximum
Amount;
(c) certified copies of [specify any governmental or other
consents required by the Issuer for such increase];
(d) legal opinions from (i) legal advisers acceptable to
the Dealers qualified in the law of the jurisdiction of
incorporation of the Issuer and (ii) Xxxxxxxx Chance
relating to such increase;
(e) a list of names, titles and specimen signatures of the
persons authorised to sign on behalf of the Issuer all
notices and other documents to be delivered in
connection with such an increase in the Maximum Amount;
and
(f) written confirmation that Standard & Poor's Ratings
Services, a division of the XxXxxx-Xxxx Companies Inc.
and Xxxxx'x Investors Service, Inc. respectively are
maintaining their current ratings for the Programme.
D5
From the date on which such increase in the Maximum Amount
becomes effective, all references in the Dealer Agreement
to the Maximum Amount or the amount of the Programme shall
be construed as references to the increased Maximum Amount
as specified herein.
Yours faithfully
...............................
for and on behalf of
DENTSPLY International Inc.
D5
Appointment of New Dealer
[Letterhead of Issuer]
[Date]
To: [Name of new Dealer]
Dear Sirs
U.S.$250,000,000 Euro-commercial paper programme
We refer to a dealer agreement dated 18 July 2002 (the
"Dealer Agreement") between ourselves as Issuer, the
Arranger and the Dealers party thereto relating to a
U.S.$250,000,000 Euro-commercial paper programme (the
"Programme"). Terms used in the Dealer Agreement shall have
the same meaning in this letter.
In accordance with Clause 6.2 of the Dealer Agreement, we
hereby appoint you as an additional dealer for the
Programme upon the terms of the Dealer Agreement with
[immediate effect/effect from [date]]. Please confirm
acceptance of your appointment upon such terms by signing
and returning to us the enclosed copy of this letter,
whereupon you will, in accordance with Clause 6.2 of the
Dealer Agreement, become a party to the Dealer Agreement
vested with all the authority, rights, powers, duties and
obligations as if originally named as a Dealer thereunder.
Yours faithfully
.............................
for and on behalf of
DENTSPLY International Inc.
[On copy]
We hereby confirm acceptance of our appointment as a Dealer
upon the terms of the Dealer Agreement referred to above.
For the purposes of Clause 7 (Notices), our contact details
are as follows:
D5
[Name of Dealer]
Address: [ ]
Telephone: [ ]
Fax: [ ]
Telex: [ ]
Contact: [ ]
Dated: .................................
Signed: .................................
for [Name of new Dealer]
D5
Form of Calculation Agency Agreement
THIS AGREEMENT is made on [date]
BETWEEN
(1) DENTSPLY INTERNATIONAL INC. (the "Issuer"); and
(2) [ ], as the calculation agent appointed
pursuant to Clause 6 hereof (the "Calculation Agent",
which expression shall include any successor thereto).
WHEREAS:
(A) Under a dealer agreement (as amended, supplemented
and/or restated from time to time, the "Dealer
Agreement") dated 18 July 2002 and made between the
Issuer, the Arranger and the Dealer(s) referred to
therein, and an issue agency agreement (as amended,
supplemented and/or restated from time to time, the
"Agency Agreement") dated 18 July 2002 and made between
the Issuer and the agents referred to therein, the
Issuer established a Euro-commercial paper programme
(the "Programme").
(B) The Dealer Agreement contemplates, among other things,
the issue under the Programme of index linked notes and
provides for the appointment of calculation agents in
relation thereto. Each such calculation agent's
appointment shall be on substantially the terms and
subject to the conditions of this Agreement.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions
Terms not expressly defined herein shall have the
meanings given to them in the Dealer Agreement or the
Agency Agreement.
1.2 Legislation
Any reference in this Agreement to any legislation
(whether primary legislation or regulations or other
subsidiary legislation made pursuant to primary
legislation) shall be construed as a reference to such
legislation as the same may have been, or may from time
to time be, amended or re-enacted.
1.3 Index Linked Notes
"Relevant Index Linked Notes" means such Index Linked
Notes in respect of which the Calculation Agent is
appointed.
D5
2. APPOINTMENT OF CALCULATION AGENT
The Issuer appoints the Calculation Agent as its agent
for the purpose of calculating the redemption amount
and/or, if applicable, the amount of interest in
respect of the Relevant Index Linked Notes upon the
terms and subject to the conditions of this Agreement.
The Calculation Agent accepts such appointment.
3. DETERMINATION AND NOTIFICATION
3.1 Determination
The Calculation Agent shall determine the redemption
amount of, and/or, if applicable, the amount of
interest payable on, each Relevant Index Linked Note in
accordance with the redemption calculation applicable
thereto.
3.2 Notification
The Calculation Agent shall as soon as it has made its
determination as provided for in Clause 3.1 above (and,
in any event, no later than the close of business on
the date on which the determination is made) notify the
Issuer and the Principal Paying Agent (if other than
the Calculation Agent) of the redemption amount and/or,
if applicable, the amount of interest so payable.
4. STAMP DUTIES
The Issuer will pay all stamp, registration and other
taxes and duties (including any interest and penalties
thereon or in connection therewith) payable in
connection with the execution, delivery and performance
of this Agreement.
5. INDEMNITY AND LIABILITY
5.1 Indemnity
The Issuer shall indemnify and hold harmless on demand
the Calculation Agent against any claim, demand,
action, liability, damages, cost, loss or expense
(including, without limitation, legal fees and any
applicable value added tax) which it may incur arising
out of, in connection with or based upon the exercise
of its powers and duties as Calculation Agent under
this Agreement, except such as may result from its own
negligence or bad faith or that of its officers,
employees or agents.
D5
5.2 Liability
The Calculation Agent may consult as to legal matters
with lawyers selected by it, who may be employees of,
or lawyers to, the Issuer. If such consultation is
made, the Calculation Agent shall be protected and
shall incur no liability for action taken or not taken
by it as Calculation Agent or suffered to be taken with
respect to such matters in good faith, without
negligence and in accordance with the opinion of such
lawyers.
6. CONDITIONS OF APPOINTMENT
The Calculation Agent and the Issuer agree that its
appointment will be subject to the following
conditions:
(a) No obligations: in acting under this Agreement, the
Calculation Agent shall act as an independent
expert and shall not assume any obligations
towards or relationship of agency or trust for
the Issuer or the owner or holder of any of the
Relevant Index Linked Notes or any interest
therein;
(b) Notices: unless otherwise specifically provided in
this Agreement, any order, certificate, notice,
request, direction or other communication from
the Issuer made or given under any provision of
this Agreement shall be sufficient if signed or
purported to be signed by a duly authorised
employee of the Issuer;
(c) Duties: the Calculation Agent shall be obliged to
perform only those duties which are set out in
this Agreement and in the redemption calculation
relating to the Relevant Index Linked Notes;
(d) Ownership, interest: the Calculation Agent and its
officers and employees, in its individual or any
other capacity, may become the owner of, or
acquire any interest in, any Relevant Index
Linked Notes with the same rights that the
Calculation Agent would have if it were not the
Calculation Agent hereunder; and
(e) Calculations and determinations: all calculations and
determinations made pursuant to this Agreement by
the Calculation Agent shall (save in the case of
manifest error) be binding on the Issuer, the
Calculation Agent and (if other than the
Calculation Agent) the holder(s) of the Relevant
Index Linked Notes and no liability to such
holder(s) shall attach to the Calculation Agent
in connection with the exercise by the
Calculation Agent of its powers, duties or
discretion under or in respect of the Relevant
Index Linked Notes in accordance with the
provisions of this Agreement.
D5
7. ALTERNATIVE APPOINTMENT
If, for any reason, the Calculation Agent ceases to act
as such or fails to comply with its obligations under
Clause 3, the Issuer shall appoint the Principal Paying
Agent as calculation agent in respect of the Relevant
Index Linked Notes.
8. THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no
right under the Contracts (Rights of Third Parties) Xxx
0000 to enforce any term of this Agreement.
9. LAW AND JURISDICTION
9.1 Governing law
This Agreement is governed by, and shall be construed
in accordance with, English law.
9.2 Jurisdiction
The Issuer agrees for the benefit of the Calculation
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.
9.3 Appropriate forum
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.
9.4 Process agent
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 Xxxx Xxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxxx, Xxxxxx, XX00 0XX or, if
different, its registered office for the time being.
If such person is not or ceases to be effectively
appointed to accept service of process on behalf of the
Issuer, the shall, on the written demand of the
Calculation Agent addressed to the Issuer and delivered
to the Issuer appoint a further person in England to
accept service of process on its behalf and, failing
such appointment within 15 days, the Calculation Agent
shall be entitled to appoint such a person by written
notice addressed to the Issuer and delivered to the
Issuer. Nothing in this paragraph shall affect the
right of the Calculation Agent to serve process in any
other manner permitted by law.
D5
10. 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.
DENTSPLY INTERNATIONAL INC.
By: ..................................
[NAME OF CALCULATION AGENT]
By: ..................................]
D5
Signature Page
The Issuer
DENTSPLY INTERNATIONAL INC.
By: ..............................
The Arranger and Dealer
CITIBANK INTERNATIONAL plc
By: ..............................
The Dealer
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
By: ..............................
D5
