exhibit43






Execution Version  NOTE PURCHASE AND GUARANTEE AGREEMENT AMENDMENT AND CONSENT  This NOTE PURCHASE AND GUARANTEE AGREEMENT AMENDMENT AND  CONSENT (this “Agreement”), is dated as of August 26, 2022, by and among DENTSPLY  SIRONA Inc., a Delaware corporation (the “Company”), Sirona Dental Services GmbH, a  company with limited liability organized in the Federal Republic of Germany (the “German  Issuer”; together with the Company, collectively, the “Issuers”, and each individually, an  “Issuer”) 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 and Guarantee Agreement, dated as of October 27, 2016 (as amended, the “Note  Purchase Agreement”), by and among the Issuers and the holders of Notes.    RECITALS:  A. Pursuant to the Note Purchase Agreement, (i) the Company issued and sold to the  holders of Notes (a) €17,500,000 aggregate principal amount of the Company’s 0.98% Series N  Senior Notes due October 27, 2024 (the “Series N Notes”), (b) €14,500,000 aggregate principal  amount of the Company’s 1.31% Series O Senior Notes due October 27, 2027 (the “Series O  Notes”), (c) €3,000,000 aggregate principal amount of the Company’s 1.31% Series P Senior  Notes due October 27, 2027 (the “Series P Notes”), (d) €15,500,000 aggregate principal amount  of the Company’s 1.50% Series Q Senior Notes due October 27, 2029 (the “Series Q Notes”),  (e) €2,000,000 aggregate principal amount of the Company’s 1.50% Series R Senior Notes due  October 27, 2029 (the “Series R Notes”), (f) €6,500,000 aggregate principal amount of the  Company’s 1.58% Series S Senior Notes due October 27, 2030 (the “Series S Notes”), (g)  €11,000,000 aggregate principal amount of the Company’s 1.58% Series T Senior Notes due  October 27, 2030 (the “Series T Notes”), (h) €10,500,000 aggregate principal amount of the  Company’s 1.65% Series U Senior Notes due October 27, 2031 (the “Series U Notes”) and (i)  €7,500,000 aggregate principal amount of the Company’s 1.65% Series V Senior Notes due  October 27, 2031 (the “Series V Notes”, and together with the Series N Notes, Series O Notes,  Series P Notes, Series Q Notes, Series R Notes, Series S Notes, Series T Notes and Series U  Notes, collectively, the “U.S. Notes”); and (ii) the German Issuer issued and sold to the holders  of Notes (a) €52,500,000 aggregate principal amount of the German Issuer’s 0.98% Series A  Senior Notes due October 27, 2024 (the “Series A Notes”), (b) €43,500,000 aggregate principal  amount of the German Issuer’s 1.31% Series B Senior Notes due October 27, 2027 (the “Series  B Notes”), (c) €9,000,000 aggregate principal amount of the German Issuer’s 1.31% Series C  Senior Notes due October 27, 2027 (the “Series C Notes”), (d) €46,500,000 aggregate principal  amount of the German Issuer’s 1.50% Series D Senior Notes due October 27, 2029 (the “Series  D Notes”), (e) €6,000,000 aggregate principal amount of the German Issuer’s 1.50% Series E  Senior Notes due October 27, 2029 (the “Series E Notes”), (f) €19,500,000 aggregate principal  amount of the German Issuer’s 1.58% Series F Senior Notes due October 27, 2030 (the “Series F  Notes”), (g) €33,000,000 aggregate principal amount of the German Issuer’s 1.58% Series G  Senior Notes due October 27, 2030 (the “Series G Notes”), (h) €31,500,000 aggregate principal  amount of the German Issuer’s 1.65% Series H Senior Notes due October 27, 2031 (the “Series  H Notes”) and (i) €21,000,000 aggregate principal amount of the German Issuer’s 1.65% Series  I Senior Notes due October 27, 2031 (the “Series I Notes”, and together with the Series A Notes,  Series B Notes, Series C Notes, Series D Notes, Series E Notes, Series F Notes, Series G Notes  





 






 2  and Series H Notes, collectively, the “German Notes”; and together with the U.S. Notes,  collectively, the “Notes”, and each individually, a “Note”).  B. The Issuers have informed the holders of Notes of their 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 Issuers have requested that the holders of Notes consent to and agree that the  Issuers 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 Issuers 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 Issuers 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 Issuers may deliver the Q-1  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 Issuers 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 Issuers 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 their signatures below each Issuer 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  





 






 3  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 Issuers 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 Issuers 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 Issuers 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  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 Issuers deliver 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  





 






 4  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 and/or the German Issuer 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, each Issuer 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  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  





 






 5  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 and Guarantee Agreement  Amendment and Consent dated as of August 26, 2022 by and among the Issuers 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 Issuers represent and warrant  to each of the Noteholders that:  (a) This Agreement constitutes a legal, valid and binding obligation of the Issuers and  is enforceable against the Issuers 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.    (c) Since December 31, 2021 there is no fact known to either Issuer 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  





 






 6  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 Issuers and the Required Holders;   (b) the representations and warranties of the Issuers 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 2019 NPA Amendment and Consent (as defined below);   (e) the Note Purchase Agreement Amendment and Consent (the “2019 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 June 24, 2019  by and between the Company and the holders of the notes issued thereunder), and such 2019  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.  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  





 






 7  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 Issuers hereby agrees to use their 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 Issuers and  the Required Holders.  6.5 Delivery of Documents.  Promptly after the date of this Agreement, the Issuers 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 2016 Note Purchase and Guarantee 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.    ISSUERS:    DENTSPLY SIRONA INC.  By_/s/ Dan Workinger ______________________  Name: Dan Workinger  Title: Vice President, Treasurer    SIRONA DENTAL SERVICES GMBH      By: /s/ Jan Siefert       Name: Jan Siefert  Title: Managing Director      





 






  [Dentsply - Signature Page to 2016 Note Purchase and Guarantee Agreement Amendment and Consent]   NOTEHOLDERS:  METROPOLITAN LIFE INSURANCE COMPANY  By: MetLife Investment Management, LLC, its Investment Manager    BRIGHTHOUSE LIFE INSURANCE COMPANY  By: MetLife Investment Management, LLC, its Investment Manager    METROPOLITAN TOWER LIFE INSURANCE COMPANY  By: MetLife Investment Management, LLC, its Investment Manager       By:  /s/ Edward Teagan       Name: Edward Teagan   Title:  Authorized Signatory  





 






    [Dentsply - Signature Page to 2016 Note Purchase Agreement Amendment and Consent]       NEW YORK LIFE INSURANCE COMPANY  By: NYL Investors LLC, its Investment Manager      By:  /s/ Jean J. Wauters     Name: Jean J. Wauters  Title: Director      NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION  By: NYL Investors LLC, its Investment Manager      By:  /s/ Jean J. Wauters     Name: Jean J. Wauters  Title: Director  





 






    [Dentsply - Signature Page to 2016 Note Purchase Agreement Amendment and Consent]     HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY  HARTFORD ACCIDENT AND INDEMNITY COMPANY  TALCOTT RESOLUTION LIFE INSURANCE COMPANY  THE HARTFORD RETIREMENT PLAN TRUST FOR U.S. EMPLOYEES  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 2016 Note Purchase Agreement Amendment and Consent]     THE LINCOLN NATIONAL LIFE INSURANCE COMPANY  By: Macquarie Investment Management Advisers,  A series of Macquarie Investment Management Business Trust, Attorney in Fact       By:  /s/ Tom Routhier       Name: Tom Routhier   Title: Senior Vice President  





 






    [Dentsply - Signature Page to 2016 Note Purchase Agreement Amendment and Consent]     NATIONWIDE LIFE INSURANCE COMPANY       By: _/s/ Thomas A. Gleason______________________________________  Name: Thomas A. Gleason  Title:  Authorized Signatory  





 






    [Dentsply - Signature Page to 2016 Note Purchase Agreement Amendment and Consent]     THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY  By: Northwestern Mutual Investment Management Company, LLC,   its investment advisor      By: _/s/ Brian P. McDonald____________________  Name: Brian P. McDonald  Its:  Managing Director  





 






    [Dentsply - Signature Page to 2016 Note Purchase Agreement Amendment and Consent]     THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA      By:  /s/ Amy Carroll      Name: Amy Carroll   Title: Senior Director   





 






    [Dentsply - Signature Page to 2016 Note Purchase Agreement Amendment and Consent]     THE PRUDENTIAL INSURANCE COMPANY OF AMERICA    By: PGIM, Inc., as investment manager    By:  /s/ Kyle Ulep      Name: Kyle Ulep  Title:  Vice President      PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY    By: PGIM, Inc., as investment manager      By:  /s/ Kyle Ulep      Name: Kyle Ulep   Title:  Vice President      PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY    By:  PGIM, Inc., as investment manager    By:  /s/ Kyle Ulep      Name: Kyle Ulep  Title:  Vice President