exhibit45






        CONSENT MEMORANDUM  TO: DENTSPLY Sirona Inc. Lender Group  RE: Consent re: Quarterly Financial Statements Extension  DATE: September 14, 2022     Reference is hereby made to that certain Credit Agreement dated as of July 27, 2018 (as amended  or otherwise modified from time to time, the “Credit Agreement”) by and among DENTSPLY Sirona Inc.  (the “Company”), the Subsidiary Borrowers from time to time party thereto, the lenders parties thereto  (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity,  the “Administrative Agent”).  Terms used herein and not otherwise defined herein shall have the meanings  set forth in the Credit Agreement.  The Company has informed the Administrative Agent and the Lenders of its need for an extension  in order to provide the quarterly financial statements and other related deliverables required to be delivered  pursuant to Section 5.09(a) and Section 5.09(c) of the Credit Agreement for the Fiscal Quarter ending June  30, 2022 (the “Q2 Quarterly Financials”) as currently required to be delivered by September 30, 2022  pursuant to such Sections of the Credit Agreement (after giving effect to that certain Consent Memorandum  dated August 11, 2022 by and among the Administrative Agent, the Lenders party thereto and  acknowledged and agreed by the Company). The Company has requested that the Administrative Agent  and the Required Lenders consent to and agree (the “Consent”) that the Company may provide the Q2  Quarterly Financials on or prior to November 7, 2022 (the “Extended Delivery Date”).  In order to induce  the Lenders to grant the Consent, the Company hereby represents and warrants that, as of the date hereof,  no Default or Event of Default has occurred and is continuing under the Credit Agreement.   Notwithstanding anything contained in the Credit Agreement and the other Loan Documents, the  Administrative Agent and the Lenders (a) hereby grant the Consent by the execution of this Consent  Memorandum by the Administrative Agent and the Required Lenders and (b) hereby agree that, no Default  or Event of Default shall have occurred and be continuing under the Credit Agreement solely and directly  due to the delivery of the Q2 Quarterly Financials after September 30, 2022 but on or prior to the Extended  Delivery Date (including, for the avoidance of doubt, for purposes of any condition to Borrowing or other  action permitted or required to be taken under the Credit Agreement by the Company, the Administrative  Agent or the Lenders but excluding any cross-default under Section 7.01(d) of the Credit Agreement);  provided, however that a failure by the Company to deliver the Q2 Financials on or prior to the Extended  Delivery Date shall constitute an immediate Event of Default.  Please indicate your Consent, as soon as possible but in no event later than 3:00 p.m. (New York  City time) on September 20, 2022, by executing one (1) counterpart of your attached signature page to this  Consent Memorandum and, upon execution, return one copy by e-mail to the attention of Andrea Keller at  Latham & Watkins LLP, counsel to the Administrative Agent (e-mail: andrea.keller@lw.com) and return  one (1) original to Heather Poitras at Latham & Watkins LLP, 330 North Wabash Avenue, Suite 2800,  Chicago, Illinois 60611.  Please make any necessary corrections or adjustments to your signature block  prior to execution and delivery.  This Consent Memorandum will be effective upon the Administrative  Agent’s receipt of (i) executed signature pages via e-mail from the Company, the Administrative Agent and  the Required Lenders pursuant to Section 9.02 of the Credit Agreement and (ii) a consent fee for the account  of each Lender that submits its signature page via e-mail by the time specified in the first sentence of this  paragraph, in an amount equal to 0.05% of such Lender’s Commitment on September 14, 2022.    





 






Each reference in the Credit Agreement to “this Credit Agreement,” “this Agreement,”  “hereunder,” “hereof,” “herein,” and words of like import, and each reference in the other Loan Documents  to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof”,  “therein” and words of like import), shall mean and be a reference to the Credit Agreement after giving  effect to this Consent Memorandum; and this Consent Memorandum and the Credit Agreement shall be  read together and construed as a single instrument.  This Consent Memorandum is a Loan Document.  Except as expressly set forth herein, (i) all of the terms and provisions of the Credit Agreement and all other  Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed and (ii)  the execution, delivery and effectiveness of this Consent Memorandum shall not, except as expressly set  forth herein, operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent  under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.  This Consent Memorandum may be executed by one or more of the parties hereto on any number  of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and  the same instrument. Delivery of an executed counterpart of a signature page to this Consent Memorandum  by email  or other electronic imaging shall be effective as delivery of a manually executed counterpart of  this Consent Memorandum.  The words “execution,” “signed,” “signature,” “delivery,” and words of like  import in or relating to this Consent Memorandum shall be deemed to include Electronic Signatures,  deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf,  or any other electronic means that reproduces an image of an actual executed signature page), each of which  shall be of the same legal effect, validity or enforceability as a manually executed signature, physical  delivery thereof or the use of a paper-based recordkeeping system, as the case may be.  This Consent  Memorandum shall be governed by and construed in accordance with the laws of the State of New York.    [Signature Pages Follow]    





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.        JPMORGAN CHASE BANK, N.A.,  individually as a Lender and as Administrative Agent      By: /s/ James Kyle O’Donnell ___________________  Name: James Kyle O’Donnell  Title: Vice President         





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.  CITIBANK, N.A.,  as a Lender      By: /s/ Richard Rivera___________________________  Name: Richard Rivera  Title: Vice President     





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.  COMMERZBANK AG, NEW YORK BRANCH,  as a Lender      By:_/s/ Matthew Ward_________________________  Name: Matthew Ward  Title: Director      By:_/s/ Robert Sullivan_________________________  Name: Robert Sullivan  Title: Vice President       





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.  MUFG BANK, LTD.,  as a Lender      By:_/s/ Jack Lonker_________________________  Name: Jack Lonker   Title: Managing Director         





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.  WELLS FARGO BANK, NATIONAL ASSOCIATION,  as a Lender      By:_/s/ Darin Mullis____________________________  Name:  Darin Mullis  Title:  Managing Director         





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.  UNICREDIT BANK AG, NEW YORK BRANCH,  as a Lender      By:_/s/ Christine MacInnes______________________  Name: Christine MacInnes  Title: Director      By:_/s/ Bryon Korutz_______________________  Name: Bryon Korutz  Title: Associate Director       





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.  TD BANK N.A.,  as a Lender      By:_/s/ Bernadette Collins_________________________  Name: Bernadette Collins   Title: Senior Vice President       





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.  PNC BANK, NATIONAL ASSOCIATION,  as a Lender      By:_/s/ Domenic D’Ginto_________________________  Name: Domemic D’Ginto    Title: Managing Director       





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.  U.S. BANK NATIONAL ASSOCIATION,  as a Lender      By:_/s/ Maria Massimino________________________  Name: Maria Massimino    Title: Senior Vice President        





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.  GOLDMAN SACHS BANK USA,  as a Lender      By:_/s/ Keshia Leday__________________________  Name: Keshia Leday   Title: Authorized Signatory         





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.  BANK OF AMERICA, N.A.,  as a Lender      By:_/s/ Darren Merten__________________________  Name: Darren Merten  Title: Director       





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.  TRUIST BANK,  as a Lender      By:_/s/ Jonathan Hart_________________________  Name: Jonathan Hart   Title: Director         





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.    SKANDINAVISKA ENSKILDA BANKEN AB (publ),  as a Lender      By:_/s/ Penny Neville-Park ______________________  Name: Penny Neville-Park   Title: Authorised signatory       By:_/s/ Alison Butt____________________________  Name: Alison Butt  Title: Authorised Signatory         





 






Signature Page to Consent Memorandum  DENSTPLY Sirona Inc.  Acknowledged and Agreed:      DENTSPLY SIRONA INC.,  as the Company      By:_/s/ Dan Workinger ___________________  Name: Dan Workinger  Title: Vice President, Treasurer