18 July 2002
DENTSPLY INTERNATIONAL INC.
As Issuer
AND
CITIBANK, N.A.
As Issue And Paying Agent
---------------------------------------------
Note Agency Agreement
relating to a U.S.$250,000,000
EurO-Commercial paper programme
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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..........8
6. Fees And Expenses.......................................8
7. Indemnity...............................................9
8. No Liability For Consequential Loss.....................9
9. Agents Of The Issuer....................................9
10. General.................................................9
11. Changes In Agent.......................................10
12. Agent As Holders Of Notes..............................11
13. Notices................................................11
14. Third Party Rights.....................................11
15. Law And Jurisdiction...................................11
16. Modification...........................................12
17. Counterparts...........................................12
SCHEDULE 1 Forms Of Note.................................13
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THIS AGREEMENT is made on 18 July 2002
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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 Euroclear and Clearstream, Luxembourg 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:
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"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 introduced at
the start of the third stage of European Economic and
Monetary Union pursuant to the Treaty establishing the
European Community, as amended 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;
"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 "GBP" 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
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"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
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3.2.2 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 3.00
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:
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3.5.1 12 noon (London time) on the proposed issue date (in
the case of Sterling Definitive Notes); or
3.5.2 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) deliver such Note on the Business Day immediately
preceding its issue date to or to the order of
Euroclear and/or Clearstream, Luxembourg and/or
such other recognised clearing system as may be
agreed from time to time between the Issuer and
the Agent, for credit on the issue date of such
Note to such securities account as shall have
been notified to it; or
(e) 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; or
(f) if such Note is a Global Note, deliver such Note on
the business day immediately preceding its issue
date to the Common Depositary.
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
Euroclear or Clearstream, Luxembourg 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 Euroclear or Clearstream, Luxembourg, as the case
may be. 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 Euroclear or Clearstream, Luxembourg 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.
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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 account number ▇▇▇▇▇▇▇▇,
FAO Euro Notes of the Agent at Citibank, N.A.,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇.▇.▇. or
such other account of the Agent at such bank in
New York City as the Agent may from time to time
designate for the purpose;
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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.
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.
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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.
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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.
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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.
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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 All notices and other communications hereunder shall,
save as otherwise provided in this Agreement, be made
in writing and in English (by letter, telex or fax) and
shall be sent to the intended recipient at the address,
telex 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, telex and fax number so designated by
each party are set out on the signature page of this
Agreement.
13.2 Any communication from any party to any other under
this Agreement shall be effective if sent by letter or
fax, upon receipt by the addressee; and if sent by
telex, upon receipt by the sender of the addressee's
answerback at the end of transmission; 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.
14. Third Party Rights
A person who is not a party to this Agreement has no
right under the Contracts (Rights of Third Parties) ▇▇▇
▇▇▇▇ 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.
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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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ 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, 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.
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.
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Forms of Note
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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/EURIBOR1
(words and figures if a Sterling Note)
Calculation Agent:2__________________________ Minimum
Redemption: GBP500,000
(one hundred thousand pounds)
Fixed Interest Rate:3 _______________%per annum Margin:4
-------------------------------------%
Calculation Agent:5 __________________________ Interest
Payment Dates:9 __________________________
(Interest)
1.
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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 18 July 2002
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 ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇, 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.
D4
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
presenting this Global Note to another Paying
Agent in a member state of the European Union; 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.
D4
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.
6. 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).
7. 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 Euroclear Bank S.A./N.V. ("Euroclear") or
Clearstream Banking, societe anonyme, Luxembourg
("Clearstream Luxembourg") are closed for a
continuous period of 14 days (other than by
reason of public holidays); or
(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.
D4
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.
8. 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 18
July 2002, entered into by the Issuer).
9. 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; and
(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.
10. 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
D4
(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.
11. 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.
D4
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
Euroclear and/or Clearstream, Luxembourg 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).
D4
12. 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.
13. This Global Note shall not be validly issued unless
manually authenticated by Citibank, N.A. as issue agent.
14. This Global Note is governed by, and shall be
construed in accordance with, English law.
15. (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 15(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.
D4
(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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ 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 ▇▇▇
▇▇▇▇. 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.
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)
D4
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
======================== ========================================
======================== ========================================
------------------------ ----------------------------------------
D4
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 GBP500,000 (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.
D4
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/EURIBOR1
Calculation Agent:2 _______ Fixed Interest Rate:3
___________________%per annum
(Principal)
Margin:4 __________________% Calculation Agent:4
------------------------------
(Interest)
Interest Payment Dates:5 __________________________
1.
D4
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 18 July 2002
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 ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇, 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.
D4
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
presenting the relevant Note or Coupon to another
Paying Agent in a member state of the European
Union; 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.
D4
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.
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. 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.
D4
7. 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.
8. 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
D4
"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;
D4
(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).
9. 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.
10. This Note shall not be validly issued unless manually
authenticated by Citibank N.A. as issue agent.
D4
11. This Note is governed by, and shall be construed in
accordance with, English law.
12. (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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ 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 ▇▇▇ ▇▇▇▇. 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.
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)
D4
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
======================== ========================================
======================== ========================================
------------------------ ----------------------------------------
D4
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.
D4
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).
GBP500,000
DENTSPLY INTERNATIONAL INC.
No: ______________________________________ Series No.:
-------------------------------------
Issued in London on: ________________________ Maturity
Date: __________________________________
Denomination: _____________________________ Nominal
Amount: _______________________________
(words and figures)
Calculation Agent7: __________________________ Minimum
Redemption Amount: GBP 500,000 ___________
(Principal) (one hundred thousand pounds)
Fixed Interest Rate8: _______________%per annum
Reference Rate: ___________________ month LIBOR9
Margin3: __________________________________% Calculation
Agent10: ____________________________
Interest Payment Dates11: ______________________
(Interest)
1.
D4
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 18 July 2002
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 ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇, 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 circumenstances 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.
D4
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
presenting the relevant Note or Coupon to another
Paying Agent in a member state of the European
Union, 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.
D4
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.
D4
(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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ 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 ▇▇▇
▇▇▇▇. 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.
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.
D4
(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 ▇▇▇▇▇ (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;
D4
(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 ▇▇▇▇▇. 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).
D4
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
======================== ========================================
======================== ========================================
------------------------ ----------------------------------------
D4
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.
D4
SIGNATURE PAGES
The Issuer
DENTSPLY INTERNATIONAL INC.
By: .......................
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: + (▇▇▇) ▇▇▇ ▇▇▇▇
Facsimile: + (▇▇▇) ▇▇▇ ▇▇▇▇
Attention: Treasurer
The Agent
CITIBANK, N.A.
By: .........................
Address: ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Telephone: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
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.
D4