exhibit49






Execution Version   DB1/ 133670879.6    NOTE PURCHASE AGREEMENT AMENDMENT NO. 2 AND CONSENT  This NOTE PURCHASE AGREEMENT AMENDMENT NO. 2 AND CONSENT  (this “Agreement”), is dated as of November 5, 2022, by and among DENTSPLY SIRONA Inc.,  a Delaware corporation (the “Company”), and each of the holders of Notes (as defined below)  whose names appear on the signature pages hereto (collectively, the “Noteholders”), with  respect to that certain Note Purchase Agreement, dated as of June 24, 2019 (as amended by that  certain Note Purchase Agreement Amendment and Consent dated August 26, 2022  (“Amendment No. 1”), and as may be further amended or otherwise modified, the “Note  Purchase Agreement”), by and between the Company and the holders of Notes.    RECITALS:  A. Pursuant to the Note Purchase Agreement, the Company issued and sold to the  holders of Notes ¥12,552,500,000 aggregate principal amount of the Company’s 0.99% Series W  Senior Notes due September 25, 2031 (the “Notes”).   B. The Company has informed the Noteholders that it will be restating: (i) the  quarterly financial statements of the Company delivered pursuant to Section 7.1(a) of the Note  Purchase Agreement for the quarterly fiscal period ended September 30, 2021 (“Q-3 2021  Quarterly Financials”) and (ii) the annual financial statements of the Company delivered  pursuant to Section 7.1(b) of the Note Purchase Agreement for the fiscal year ended December  31, 2021 (the “2021 Annual Financials”, and together with the Q-3 2021 Quarterly Financials,  the “2021 Financials”, and such restated financial statements, in the form filed with the SEC,  being referred to herein as the “Restated 2021 Financials” ).    C. Pursuant to Amendment No. 1, the Company and the holders of Notes party  thereto previously agreed that the Company may deliver the quarterly financial statements and  related covenant compliance deliverables required to be delivered pursuant to Section 7.1(a) and  Section 7.2 of the Note Purchase Agreement for (i) the quarterly fiscal period ended March 31,  2022 as required under the Note Purchase Agreement (such quarterly financial statements and  other related covenant compliance deliverables, collectively, the “Q-1 2022 Quarterly  Financials”) and (ii) the quarterly fiscal period ended June 30, 2022 as required under the Note  Purchase Agreement (such quarterly financial statements and other related covenant compliance  deliverables, collectively, the “Q-2 2022 Quarterly Financials”) on or prior to the Extended  Delivery Date (as defined in Amendment No. 1).   D. The Company has informed the holders of Notes of its desire for an additional  extension to deliver the Q-1 2022 Quarterly Financials and the Q-2 2022 Quarterly Financials.  E. The Company has now requested that the holders of Notes consent to and agree  that the Company may deliver the Q-1 2022 Quarterly Financials, the Q-2 2022 Quarterly  Financials and the Restated 2021 Financials on or prior to the earlier of (i) November 14, 2022  and (ii) the date on which the Q-2 2022 Quarterly Financials are delivered under the RCF (the  “Second Extended Delivery Date”).    F. The Noteholders and the Company have agreed, upon the terms and conditions set  forth herein, to the consent and amendments set forth herein.  





 






 2  AGREEMENT:  NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which  are hereby acknowledged, the Company and the Noteholders agree as follows:  1. DEFINITIONS.  Capitalized terms used herein (including the recitals) and not otherwise defined shall  have the meanings ascribed to them in the  Note Purchase Agreement.  2. CONSENT.  Subject to the terms and conditions set forth in Section 5 hereof, each of the Noteholders  consents and agrees, effective as of the date hereof, that the Company may deliver the Q-1 2022  Quarterly Financials and the Q-2 2022 Quarterly Financials on or prior to the Second Extended  Delivery Date (the “Consent”); provided, however that (x) the failure by the Company to deliver  the Q-1 2022 Quarterly Financials, the Q-2 2022 Quarterly Financials and the Restated 2021  Financials, in each case together with the related covenant compliance deliverables required to  be delivered pursuant to Section 7.1(a) and Section 7.2 of the Note Purchase Agreement, all on  or prior to the Second Extended Delivery Date shall constitute an immediate Event of Default  and (y) by its signature below the Company acknowledges and agrees that in connection with  any future delivery of financial statements and related certifications under Sections 7.1 and/or  7.2 of the Note Purchase Agreement that the delivery of (i) preliminary financial statements  and/or (ii) certifications required under Section 7.2 of the Note Purchase Agreement in a form  different than the certification presented with the financial statements for the fiscal quarter ended  September 30, 2021, in each case under clauses (i) or (ii), will not be in the respective forms  required under the Note Purchase Agreement.  Except as expressly provided herein, the foregoing  Consent shall not constitute (a) a modification or alteration of the terms, conditions or covenants of  the Note Purchase Agreement, the Notes or any other document entered into in connection  therewith, or (b) a waiver, release or limitation upon the exercise by the holders of Notes of any of  their rights, legal or equitable, hereunder or under the Note Purchase Agreement, the Notes or any  other document entered into in connection therewith.  Except as set forth above, each of the  Noteholders reserves any and all rights and remedies which it has had, has or may have under the  Note Purchase Agreement, the Notes or any document entered into in connection therewith.  3. AMENDMENTS TO THE NOTE PURCHASE AGREEMENT.  The Note Purchase Agreement is hereby amended as set forth below (collectively, the  “Amendments”):  (a) Section 7.5 of the Note Purchase Agreement is hereby amended and restated in its  entirety to read as follows:  7.5. Senior Financial Officer Conference Calls.    Within 15 days after the end of each quarterly fiscal period of the  Company from (and including) the fiscal quarter ending December 31, 2022 to  (and including) the fiscal quarter ending September 30, 2023, a Senior Financial  





 






 3  Officer will host a noteholder update conference call to report on the status of the  Company and to discuss improvements in the Company’s internal controls  implemented (or to be implemented) regarding financial reporting, and respond to  questions from the holders of Notes.  In addition, within 15 days after the delivery  of the Q-1 2022 Quarterly Financials and Q-2 2022 Quarterly Financials to the  holders of Notes, a Senior Financial Officer will host an additional noteholder  update conference call to report on and discuss such matters and respond to  questions from the holders of Notes.    (b) Section 9.10 of the Note Purchase Agreement is hereby amended by deleting the  phrase at the beginning of clause (b) thereof that reads “If at any time between March 31, 2022  and on or prior to the date on which the Company delivers the Q-1 Quarterly Financials and the  Q-2 Quarterly Financials to the holders of Notes any Principal Credit Facility is modified and/or  amended to include any covenant or event of default”, and replacing such phrase with “If at any  time any Principal Credit Facility is modified and/or amended to include any covenant or event  of default”.  (c) Section 11(c)(i) of the Note Purchase Agreement is hereby amended and restated  in its entirety to read:  (c) (i) the Company defaults in the performance of or compliance with any term  contained in Section 7.1(e) or Section 10 or    (d) Schedule B to the Note Purchase Agreement is hereby amended by adding the  following new defined terms in their proper alphabetical order to read as follows:  “2021 Financials” is as defined in the Second Amendment.     “Second Amendment” means that certain Note Purchase Agreement Amendment  No. 2 and Consent dated as of November 5, 2022 by and between the Company and the  holders of the Notes party thereto.    (e) Schedule B to the Note Purchase Agreement is hereby amended by deleting the  defined terms “Q-1 Quarterly Financials” and “Q-2 Quarterly Financials” and replacing them  with the following:  “Q-1 2022 Quarterly Financials” is as defined in the Second Amendment.  “Q-2 2022 Quarterly Financials” is as defined in the Second Amendment.  4. REPRESENTATIONS AND WARRANTIES.  To induce the Noteholders to enter into this Agreement, the Company represents and  warrants to each of the Noteholders that:  (a) This Agreement constitutes a legal, valid and binding obligation of the Company  and is enforceable against the Company in accordance with its terms, subject to applicable  bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights  





 






 4  generally and subject to general principles of equity, regardless of whether considered in a  proceeding in equity or at law.  (b) No event or condition exists that constitutes a Default or Event of Default.    (c) Since December 31, 2021 there is no fact known to the Company that could  reasonably be expected to have a Material Adverse Effect.  (d) No fee or other consideration is being paid to any lender or agent under any  Principal Credit Facility in connection with any similar consent, including the RCF Consent (as  defined below) other than (i) legal counsel fees and expenses, (ii) a consent fee of 0.05% (5 bps)  of the commitments of each lender under the RCF which was paid to each such lender in  consideration of its agreement under a Consent Memorandum dated September 14, 2022, and  (iii) a consent fee of not more than 0.05% (5 bps) of the commitments of each lender under the  RCF to be paid to each such lender in consideration of its agreement to the RCF Consent.  5. CONDITIONS TO EFFECTIVENESS OF CONSENT AND AMENDMENTS.  The Amendments provided in Section 3 of this Agreement shall become effective as of  the date first written above.  The Consent provided in Section 2 of this Agreement shall become  effective as of the date first written above (the “Effective Date”), provided that with respect to  the Consent the following conditions are satisfied on or prior to such date:  (a) this Agreement shall have been executed by the Company and the Required  Holders;   (b) the representations and warranties of the Company contained in this Agreement  shall be true and correct;  (c) the Consent Memorandum dated October 28, 2022 shall have been executed by  the Company, the Required Lenders (under and as defined in the RCF) and the Administrative  Agent (the “RCF Consent”), and such RCF Consent shall be in full force and effect;   (d) the Note Purchase Agreement Amendment No. 2 and Consent (the “2015 NPA  Consent”) shall have been executed by the Company and the Required Holders (under and as  defined in that certain Note Purchase Agreement dated as of December 11, 2015 by and between  the Company and the holders of the notes issued thereunder), and such 2015 NPA Consent shall  become concurrently in full force and effect with this Agreement and the 2016 NPA Consent (as  defined below); and  (e) the Note Purchase and Guarantee Agreement Amendment No. 2 and Consent (the  “2016 NPA Consent”) shall have been executed by the Company, Sirona Dental Services GmbH  and the Required Holders (under and as defined in that certain Note Purchase and Guarantee  Agreement dated as of October 27, 2016 by and among the Company, Sirona Dental Services  GmbH and the holders of the notes issued thereunder), and such 2016 NPA Consent shall  become concurrently in full force and effect with this Agreement and the 2015 NPA Consent.  6. MISCELLANEOUS.  





 






 5  (a) Governing Law.  This Agreement shall be construed and enforced in accordance with, and the rights of the  parties shall be governed by, the law of the State of New York excluding choice-of-law  principles of the law of such State that would permit the application of the laws of a jurisdiction  other than such State.  (b) Counterparts; Electronic Signatures.  This Agreement may be executed in any number of counterparts, each of which shall be  an original but all of which together shall constitute one instrument.  Each counterpart may  consist of a number of copies hereof, each signed by less than all, but together signed by all, of  the parties hereto.  The parties agree to electronic contracting and signatures with respect to this  Agreement.  Delivery of an electronic signature to, or a signed copy of, this Agreement and such  other documents by facsimile, email or other electronic transmission shall be fully binding on the  parties to the same extent as the delivery of the signed originals and shall be admissible into  evidence for all purposes.  The words “execution,” “execute,” “signed,” “signature,” and words  of like import in or related to any document to be signed in connection with this Agreement and  such other documents shall be deemed to include electronic signatures, the electronic matching  of assignment terms and contract formations on electronic platforms approved by the Company  and the Noteholders, or the keeping of records in electronic form, each of which shall be of the  same legal effect, validity or enforceability as a manually executed signature or the use of a  paper-based recordkeeping system, as the case may be, to the extent and as provided for in any  applicable law, including the Federal Electronic Signatures in Global and National Commerce  Act, the New York State Electronic Signatures and Records Act, or any other similar state laws  based on the Uniform Electronic Transactions Act.  Notwithstanding the foregoing, if any  Noteholder shall request manually signed counterpart signatures to this Agreement or any such  document, the Company hereby agrees to use its reasonable endeavors to provide such manually  signed signature pages as soon as reasonably practicable (but in any event within 30 days after  such request).  (c) Costs and Expenses.  Whether or not the Consent becomes effective, the Company confirms its obligations  under Section 16.1 of the Note Purchase Agreement and agrees that it will pay all costs and  expenses of the Noteholders relating to this Agreement.  (d) Amendments in Writing.  Neither this Agreement nor any term hereof may be changed, waived, discharged or  terminated orally, or by any action or inaction, but only by a writing signed by the Company and  the Required Holders.  (e) Delivery of Documents.  Promptly after the date of this Agreement, the Company will deliver fully executed  copies of the documents described in Section 5 of this Agreement to each holder of Notes.  





 






 6  [Remainder of page intentionally left blank.  Signature pages follow.]  





 






  [Agreement Re Dentsply 2019 Note Purchase Agreement]   IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be  executed on its behalf by a duly authorized officer or agent thereof.    COMPANY:    DENTSPLY SIRONA INC.  By_/s/ Dan Workinger ______________________  Name: Dan Workinger  Title: Vice President, Treasurer  





 






  [Agreement Re Dentsply 2019 Note Purchase Agreement]   NOTEHOLDERS:  BRIGHTHOUSE LIFE INSURANCE COMPANY  By:  MetLife Investment Advisors, LLC, Its Investment Manager      METLIFE INSURANCE K.K.  By:  MetLife Investment Advisors, LLC, Its Investment Manager     By:  /s/ Edward Teagan        Name: Edward Teagan   Title: Authorized Signatory  





 






    [Agreement Re Dentsply 2019 Note Purchase Agreement]     THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY  By: Northwestern Mutual Investment Management Company, LLC,   its investment adviser    By: _/s/ Brian P. McDonald____________________  Name: Brian P. McDonald  Its:  Managing Director  





 






    [Agreement Re Dentsply 2019 Note Purchase Agreement]     HARTFORD FIRE INSURANCE COMPANY  HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY  By:  Hartford Investment Management Company, Their Investment Manager              By:_/s/ Dawn M. Crunden___________            Name: Dawn M. Crunden            Title: Senior Vice President