AMENDMENT TO ASSET PURCHASE AGREEMENT
BY AND BETWEEN
TULSA DENTAL PRODUCTS, L.L.C.
AND
DENTSPLY INTERNATIONAL INC.
DATED December 28, 1995 (the "Agreement")
For purposes of calculating EBITDA as provided for in Section 3.3 of the
Agreement the parties agree that the following items will be handled as
described:
1. DENSFIL. With 1999 and going forward we, in effect, will treat the
DENSFIL product as if it were being sold direct even though it is being
sold through dealers. The way we will do that is that we will calculate
the difference between whatever the dealer price is for the product and
$5.60 (the deemed average retail selling price for the purposes of this
arrangement). That difference will be applied to all DENSFIL product which
is sold to dealers in the U.S. and those sales dollars will be included in
the EBITDA calculation.
2. International Thermafil Sales. This will apply to all Thermafil
product produced by Tulsa Dental Products and sold internationally by
other than Tulsa Dental Product Inc. The EBITDA calculation will include
$2.75 per unit sold minus whatever the Interco charge is from Tulsa Dental
Products to the international operation making the sales.
3. International Sales of Ni-Ti Files. This will apply to international
sales of Ni-Ti files other than any sales by Tulsa Dental Products.
Included in the EBITDA calculation will be $2.00 per unit for every such
file which is sold.
4. Legal Expenses. The EBITDA will be charged 50% of any "outside" legal
costs incurred in connection with the endodontics business (this does not
include legal services or charges associated with provision of legal
services by our in-house counsel). Notwithstanding the actual charges,
however, in any calendar year EBITDA shall not be charged more than
$500,000.00 for Tulsa's share of such costs.
5. Adjustment for Profit Contribution of Maillefer. 25% of Maillefer N.A.
sales (excluding DENSFIL sales) will represent the profit contribution
from the North American sales by Maillefer. Each year that percentage
will be used to compute Maillefer North America profit and from that
result $1 million will be deducted for a management fee. The result of
this calculation will be deducted each year from the EBITDA calculation.
6. MTA Interco Sales. For all Interco sales of the MTA product from Tulsa
Dental Products to other Dentsply locations, the EBITDA will be credited
$27.00 minus the Interco price for the units sold.
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7. Maillefer Sales of Thermafil Ovens. As you know, these ovens are
purchased by Maillefer from a third party. The EBITDA will be credited
with 50% of the gross profit, i.e., the sales price minus the acquisition
cost of the ovens sold by Maillefer.
The results of the calculations above, of course, will be added to the
calculated operating profits of Tulsa Dental Products for the relevant year
in order to determine what the EBITDA should be for the Tulsa operations and
for calculation of the EBITDA earn out.
For: For:
TULSA DENTAL PRODUCTS, L.L.C. DENTSPLY International Inc.
an Oklahoma limited liability company
By ____________________________________ By: ________________________________
Wm. Xxx Xxxxxxx Xxxx X. Xxxxx XX
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