exhibit44






Execution Version    NOTE PURCHASE AGREEMENT AMENDMENT AND CONSENT  This NOTE PURCHASE AGREEMENT AMENDMENT AND CONSENT (this  “Agreement”), is dated as of August 26, 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, 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 holders of Notes of its desire for an extension to  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 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 Quarterly Financials”).  C. The Company has requested that the holders of Notes consent to and agree that  the Company may deliver the Q-1 Quarterly Financials and the Q-2 Quarterly Financials on or  prior to the earlier of (i) November 7, 2022 and (ii) the date the Q-2 Quarterly Financials are  required to be delivered under the RCF or the date on which the Q-2 Quarterly Financials are  delivered under the RCF if such delivery occurs earlier than such required delivery date (the  “Extended Delivery Date”).    D. The Noteholders and the Company have agreed, upon the terms and conditions set  forth herein, to the consents and amendments set forth herein.  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. CONSENTS.  Subject to the terms and conditions set forth in Section 5 hereof, each of the Noteholders  (a)  consents and agrees, effective as of May 15, 2022, that the Company may deliver the Q-1  





 






 2  Quarterly Financials on or prior to the Extended Delivery Date and (b) consents and agrees,  effective as of the date of this Agreement, that the Company may deliver the Q-2 Quarterly  Financials on or prior to the Extended Delivery Date (collectively, the “Consents”); provided,  however that (x) the failure by the Company to deliver the Q-1 Quarterly Financials and the Q-2  Quarterly Financials on or prior to the 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 Consents 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  Noteholders 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”):  3.1 Section 7 of the Note Purchase Agreement is hereby amended by adding a new  Section 7.5 to read as follows:  7.5. Senior Financial Officer Conference Calls.  Until such time as the Company shall have delivered the Q-1 Quarterly Financials  and Q-2 Quarterly Financials to the holders of Notes, within 15 days after the end of each  quarterly fiscal period commencing with the fiscal quarter ended September 30, 2022 a  Senior Financial Officer will host a noteholder update conference call to report on the  status of the Company and to respond to questions from the holders of Notes.  In  addition, within 15 days after the delivery of the Q-1 Quarterly Financials and Q-2  Quarterly Financials to the holders of Notes, a Senior Financial Officer will host an  additional noteholder update conference call to report on the status of the Company and  to respond to questions from the holders of Notes.  3.2 Section 9 of the Note Purchase Agreement is hereby amended by adding a new  Section 9.10 to read as follows:  9.10. Most Favored Lender.  (a) If at any time any lender or agent under any Principal Credit Facility is  paid any fee or other consideration (other than legal counsel fees and expenses) greater  





 






 3  than the equivalent fees being paid to the holders of Notes under the First Amendment in  connection with any similar amendment, consent and waiver, including the RCF Consent,  then the holders of Notes shall (concurrently with the provision of such consideration to  such lender or agent) be provided with such additional equivalent consideration on a pro  rata basis.  (b) 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 (whether set forth as a covenant, undertaking, event of  default, restriction or other such provision not set forth in this Agreement or that would  be more beneficial to the holders of the Notes than any analogous provision contained in  this Agreement, and whether included as a new provision in a new or existing Principal  Credit Facility or by way of amendment or other modification of an existing provision or  any defined term used therein) not included in this Agreement or that would be more  beneficial to the holders of the Notes than any analogous provision included in this  Agreement (any such covenant or event of default, an “Additional Provision”), then the  Company will, within three Business Days after the inclusion of such Additional  Provision in such Principal Credit Facility, deliver written notice thereof to each holder of  a Note.  Such notice shall be signed by a Responsible Officer and shall refer to the  provisions of this Section 9.10 and shall set forth a verbatim statement of such Additional  Provision and any defined terms used therein, and related explanatory calculations, as  applicable.  Thereupon, unless waived in writing by the Required Holders within three  Business Days after receipt of such notice by the holders of the Notes, such Additional  Provision (and any related definitions) will be deemed automatically incorporated by  reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any  further action required on the part of any Person, effective as of the date that such  Additional Provision became effective under such Principal Credit Facility.  Thereafter,  upon the request of any holder of a Note, the Company will, at its expense, enter into any  additional agreement or amendment to this Agreement reasonably requested by such  holder evidencing any of the foregoing.  (c) So long as no Default or Event of Default has occurred and is continuing:  (i) if any Additional Provision incorporated into this Agreement  pursuant to this Section 9.10 is amended or otherwise modified in each relevant  Principal Credit Facility with the effect that such Additional Provision is made  less restrictive or otherwise less onerous on the Company and its Subsidiaries,  then such Additional Provision will be deemed so amended in this Agreement,  without any further action required on the part of any Person, effective as of the  date of such amendment or modification in each relevant Principal Credit Facility,  (ii) if any Additional Provision incorporated into this Agreement  pursuant to this Section 9.10 is removed from each relevant Principal Credit  Facility, then such Additional Provision will be deemed removed from this  Agreement, without any further action required on the part of any Person,  effective as of the date of such removal from each relevant Principal Credit  





 






 4  Facility, and  (iii) if each Principal Credit Facility including an Additional Provision  incorporated into this Agreement pursuant to this Section 9.10 is terminated and  no amounts are outstanding thereunder, then such Additional Provision will be  deemed removed from this Agreement, without any further action required on the  part of any Person, effective as of the date of such termination,  provided that (x) except as provided in Section 18, this Agreement shall not be amended  to remove any covenant, undertaking, event of default, restriction or other provision  included in this Agreement (other than any Additional Provision included in this  Agreement by operation of Section 9.10(a)) or to make any such provision less restrictive  on the Company and its Subsidiaries, and (y) if any lender or agent under any Principal  Credit Facility is provided any consideration for the amendment or other modification of  such Principal Credit Facility, then the holders of Notes shall (concurrently with the  provision of such consideration to such creditor or agent) be provided with equivalent  consideration on a pro rata basis, and no such amendment, modification or removal of  such Additional Provision in or from this Agreement shall be effective unless and until  such equivalent consideration is provided to the holders of Notes.  3.3 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:  “Additional Provision” is defined in Section 9.10(b).  “First Amendment” means that certain Note Purchase Agreement Amendment and  Consent dated as of August 26, 2022 by and between the Company and the holders of the  Notes party thereto, as amended from time to time.  “Q-1 Quarterly Financials” is as defined in the First Amendment.  “Q-2 Quarterly Financials” is as defined in the First Amendment.  “RCF Consent” is as defined in the First 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  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.    





 






 5  (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 (other than legal counsel fees and expenses) 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).  5. CONDITIONS TO EFFECTIVENESS OF CONSENTS AND AMENDMENTS.  The Amendments provided in Section 3 of this Agreement shall become effective as of  the date first written above.  The Consents 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 Consents 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 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 and Consent (the “2015 NPA  Amendment and 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 Amendment and Consent shall become concurrently in full force and effect with this  Agreement and the 2016 NPA Amendment and Consent (as defined below);  (e) the Note Purchase and Guarantee Agreement Amendment and Consent (the “2016  NPA Amendment and 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  Amendment and Consent shall become concurrently in full force and effect with this Agreement  and the 2015 NPA Amendment and Consent; and  (f) each holder of Notes shall have received a consent fee equal to 0.20% (20 basis  points) of the principal amount of the outstanding Notes held by such holder, payable in Dollars  for all holders other than those holders that have notified the Company that such fee shall be  payable in the applicable currency of the Notes.  6. MISCELLANEOUS.  6.1 Governing Law.  





 






 6  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.  6.2 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).  6.3 Costs and Expenses.  Whether or not the Consents become 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.  6.4 Amendments and Consents.  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.  6.5 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.  [Remainder of page intentionally left blank.  Signature pages follow.]  





 






  [Dentsply - Signature Page to 2019 Note Purchase Agreement Amendment and Consent]     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  





 






  [Dentsply - Signature Page to 2019 Note Purchase Agreement Amendment and Consent]     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  





 






    [Dentsply - Signature Page to 2019 Note Purchase Agreement Consent]       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  





 






    [Dentsply - Signature Page to 2019 Note Purchase Agreement Consent]     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