Dentsply
International Inc

    


    $250,000,000 4.11% Senior
Notes

        

    
      
        

      

    

       


    Note
Purchase Agreement

       


    
      

    

        

    Dated as of
October 16, 2009

         

    
      

      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    TABLE OF
CONTENTS

    
      
        
          	 
      	 
      	 
      	
                  Page 

                
	
                  1.

                	 
      	
                  AUTHORIZATION OF
      NOTES

                	
                  1

                
	 
      	
                  1.1.

                	
                  Description
      of Notes

                	
                  1

                
	 
      	
                  1.2.

                	
                  Interest
      Rate Increase

                	
                  1

                
	
                  2.

                	 
      	
                  SALE AND PURCHASE OF
      NOTES

                	
                  2

                
	
                  3.

                	 
      	
                  CLOSING

                	
                  2

                
	
                  4.

                	 
      	
                  CONDITIONS TO
      CLOSING

                	
                  2

                
	 
      	
                  4.1.

                	
                  Representations
      and Warranties

                	
                  2

                
	 
      	
                  4.2.

                	
                  Performance;
      No Default

                	
                  2

                
	 
      	
                  4.3.

                	
                  Compliance
      Certificates

                	
                  3

                
	 
      	
                  4.4.

                	
                  Opinions
      of Counsel

                	
                  3

                
	 
      	
                  4.5.

                	
                  Purchase
      Permitted By Applicable Law, Etc

                	
                  3

                
	 
      	
                  4.6.

                	
                  Sale
      of Other Notes

                	
                  3

                
	 
      	
                  4.7.

                	
                  Payment
      of Special Counsel Fees

                	
                  3

                
	 
      	
                  4.8.

                	
                  Private
      Placement Number

                	
                  4

                
	 
      	
                  4.9.

                	
                  Changes
      in Corporate Structure

                	
                  4

                
	 
      	
                  4.10.

                	
                  Funding
      Instructions

                	
                  4

                
	 
      	
                  4.11.

                	
                  Proceedings
      and Documents

                	
                  4

                
	
                  5.

                	 
      	
                  REPRESENTATIONS AND WARRANTIES
      OF THE COMPANY

                	
                  4

                
	 
      	
                  5.1.

                	
                  Organization;
      Power and Authority

                	
                  4

                
	 
      	
                  5.2.

                	
                  Authorization,
      Etc

                	
                  4

                
	 
      	
                  5.3.

                	
                  Disclosure

                	
                  5

                
	 
      	
                  5.4.

                	
                  Organization
      and Ownership of Shares of Subsidiaries; Affiliates

                	
                  5

                
	 
      	
                  5.5.

                	
                  Financial
      Statements; Material Liabilities

                	
                  6

                
	 
      	
                  5.6.

                	
                  Compliance
      with Laws, Other Instruments, Etc

                	
                  6

                
	 
      	
                  5.7.

                	
                  Governmental
      Authorizations, Etc

                	
                  6

                
	 
      	
                  5.8.

                	
                  Litigation;
      Observance of Agreements, Statutes and Orders

                	
                  6

                
	 
      	
                  5.9.

                	
                  Taxes

                	
                  7

                
	 
      	
                  5.10.

                	
                  Title
      to Property; Leases

                	
                  7

                
	 
      	
                  5.11.

                	
                  Licenses,
      Permits, Etc

                	
                  7

                
	 
      	
                  5.12.

                	
                  Compliance
      with ERISA

                	
                  8

                
	 
      	
                  5.13.

                	
                  Private
      Offering by the Company

                	
                  9

                
	 
      	
                  5.14.

                	
                  Use
      of Proceeds; Margin Regulations

                	
                  9

                
	 
      	
                  5.15.

                	
                  Existing
      Debt; Future Liens

                	
                  9

                
	 
      	
                  5.16.

                	
                  Foreign
      Assets Control Regulations, Etc

                	
                  10

                
	 
      	
                  5.17.

                	
                  Status
      under Certain Statutes

                	
                  10

                
	 
      	
                  5.18.

                	
                  Environmental
      Matters

                	
                  10

                
	 
      	
                  5.19.

                	
                  Notes
      Rank Pari Passu

                	
                  11

                
	
                  6.

                	 
      	
                  REPRESENTATIONS OF THE
      PURCHASER

                	
                  11

                
	 
      	
                  6.1.

                	
                  Purchase
      for Investment

                	
                  11

                
	 
      	
                  6.2.

                	
                  Accredited
      Investor

                	
                  11

                
	 
      	
                  6.3.

                	
                  Source
      of Funds

                	
                  11

                
	
                  7.

                	 
      	
                  INFORMATION AS TO
      COMPANY

                	
                  13

                
	 
      	
                  7.1.

                	
                  Financial
      and Business Information

                	
                  13

                
	 
      	
                  7.2.

                	
                  Officer’s
      Certificate

                	
                  15

                
	 
      	
                  7.3.

                	
                  Visitation

                	
                  16

                
	
                  8.

                	 
      	
                  PAYMENT OF THE
      NOTES

                	
                  17

                
	 
      	
                  8.1.

                	
                  Required
      Prepayments

                	
                  17

                
	 
      	
                  8.2.

                	
                  Optional
      Prepayments with Make-Whole Amount

                	
                  17

                
	 
      	
                  8.3.

                	
                  Prepayment
      of Notes Upon Change of Control

                	
                  17

                
	 
      	
                  8.4.

                	
                  Prepayment
      of Notes Upon Sale of Assets

                	
                  19

                
	 
      	
                  8.5.

                	
                  Allocation
      of Partial Prepayments

                	
                  19

                
	 
      	
                  8.6.

                	
                  Maturity;
      Surrender, Etc

                	
                  19

                
	 
      	
                  8.7.

                	
                  Purchase
      of Notes

                	
                  19

                
	 
      	
                  8.8.

                	
                  Make-Whole
      Amount

                	
                  19

                
	
                  9.

                	 
      	
                  AFFIRMATIVE
      COVENANTS

                	
                  21

                
	 
      	
                  9.1.

                	
                  Compliance
      with Law

                	
                  21

                
	 
      	
                  9.2.

                	
                  Insurance

                	
                  21

                
	 
      	
                  9.3.

                	
                  Maintenance
      of Properties

                	
                  21

                
	 
      	
                  9.4.

                	
                  Payment
      of Taxes and Claims

                	
                  22

                
	 
      	
                  9.5.

                	
                  Corporate
      Existence, Etc

                	
                  22

                
	 
      	
                  9.6.

                	
                  Designation
      of Subsidiaries

                	
                  22

                
	 
      	
                  9.7.

                	
                  Notes
      to Rank Pari Passu

                	
                  22

                
	 
      	
                  9.8.

                	
                  Subsidiary
      Guarantors

                	
                  23

                


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  9.9.

                	
                  Books
      and Records

                	
                  23

                
	
                  10.

                	 
      	
                  NEGATIVE
      COVENANTS

                	
                  23

                
	 
      	
                  10.1.

                	
                  Consolidated
      Debt to Consolidated EBITDA

                	
                  23

                
	 
      	
                  10.2.

                	
                  Priority
      Debt

                	
                  24

                
	 
      	
                  10.3.

                	
                  Limitation
      on Liens

                	
                  24

                
	 
      	
                  10.4.

                	
                  Sales
      of Assets

                	
                  26

                
	 
      	
                  10.5.

                	
                  Merger
      and Consolidation

                	
                  27

                
	 
      	
                  10.6.

                	
                  Transactions
      with Affiliates

                	
                  28

                
	 
      	
                  10.7.

                	
                  Terrorism
      Sanctions Regulations

                	
                  28

                
	 
      	
                  10.8.

                	
                  Line
      of Business

                	
                  28

                
	 
      	
                  10.9.

                	
                  Restricted
      Subsidiary Group

                	
                  28

                
	
                  11.

                	 
      	
                  EVENTS OF
      DEFAULT

                	
                  28

                
	
                  12.

                	 
      	
                  REMEDIES ON DEFAULT,
      ETC

                	
                  30

                
	 
      	
                  12.1.

                	
                  Acceleration

                	
                  30

                
	 
      	
                  12.2.

                	
                  Other
      Remedies

                	
                  31

                
	 
      	
                  12.3.

                	
                  Rescission

                	
                  31

                
	 
      	
                  12.4.

                	
                  No
      Waivers or Election of Remedies, Expenses, Etc

                	
                  32

                
	
                  13.

                	 
      	
                  REGISTRATION; EXCHANGE;
      SUBSTITUTION OF NOTES

                	
                  32

                
	 
      	
                  13.1.

                	
                  Registration
      of Notes

                	
                  32

                
	 
      	
                  13.2.

                	
                  Transfer
      and Exchange of Notes

                	
                  32

                
	 
      	
                  13.3.

                	
                  Replacement
      of Notes

                	
                  33

                
	
                  14.

                	 
      	
                  PAYMENTS ON
      NOTES

                	
                  33

                
	 
      	
                  14.1.

                	
                  Place
      of Payment

                	
                  33

                
	 
      	
                  14.2.

                	
                  Home
      Office Payment

                	
                  34

                
	
                  15.

                	 
      	
                  EXPENSES,
      ETC

                	
                  34

                
	 
      	
                  15.1.

                	
                  Transaction
      Expenses

                	
                  34

                
	 
      	
                  15.2.

                	
                  Survival

                	
                  34

                
	
                  16.

                	 
      	
                  SURVIVAL OF REPRESENTATIONS AND
      WARRANTIES; ENTIRE AGREEMENT

                	
                  35

                
	
                  17.

                	 
      	
                  AMENDMENT AND
      WAIVER

                	
                  35

                
	 
      	
                  17.1.

                	
                  Requirements

                	
                  35

                
	 
      	
                  17.2.

                	
                  Solicitation
      of Holders of Notes

                	
                  35

                
	 
      	
                  17.3.

                	
                  Binding
      Effect, Etc

                	
                  36

                
	
                  .

                	
                  17.4

                	
                  Notes
      Held by Company, Etc

                	
                  36

                
	
                  18.

                	 
      	
                  NOTICES

                	
                  36

                
	
                  19.

                	 
      	
                  REPRODUCTION OF
      DOCUMENTS

                	
                  37

                
	
                  20.

                	 
      	
                  CONFIDENTIAL
      INFORMATION

                	
                  37

                
	
                  21.

                	 
      	
                  SUBSTITUTION OF
      PURCHASER

                	
                  38

                
	
                  22.

                	 
      	
                  MISCELLANEOUS

                	
                  38

                
	 
      	
                  22.1.

                	
                  Successors
      and Assigns

                	
                  38

                
	 
      	
                  22.2.

                	
                  Payments
      Due on Non-Business Days

                	
                  38

                
	 
      	
                  22.3.

                	
                  Accounting
      Terms

                	
                  39

                
	 
      	
                  22.4.

                	
                  Severability

                	
                  39

                
	 
      	
                  22.5.

                	
                  Construction

                	
                  39

                
	 
      	
                  22.6.

                	
                  Counterparts

                	
                  39

                
	 
      	
                  22.7.

                	
                  Governing
      Law

                	
                  39

                
	 
      	
                  22.8.

                	
                  Jurisdiction
      and Process; Waiver of Jury Trial

                	
                  40

                


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
 

    
      
        	
                Schedule A

              	
                —

              	
                Information
      Relating to Purchasers

              
	
                Schedule B

              	
                —

              	
                Defined
      Terms

              
	
                Schedule 5.4

              	
                —

              	
                Subsidiaries
      of the Company, Ownership of Subsidiary Stock,
  Affiliates

              
	
                Schedule 5.11

              	
                —

              	
                Licenses,
      Permits, Etc.

              
	
                Schedule 5.15

              	
                —

              	
                Existing
      Debt

              
	
                Schedule 10.3

              	
                —

              	
                Existing
      Liens

              
	
                Exhibit 1

              	
                —

              	
                Form
      of 4.11% Senior Note

              
	
                Exhibit 4.4(a)

              	
                —

              	
                Form
      of Opinion of General Counsel to the Company

              
	
                Exhibit 4.4(b)

              	
                —

              	
                Form
      of Opinion of Special Counsel to the
Purchasers

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Dentsply
International Inc.

    221
West Philadelphia Street

    York,
Pennsylvania 17405-0872

     


    $250,000,000
4.11% Senior Notes

     

    Dated as of

     

    October 16, 2009

    To the Purchasers listed
in

    the attached Schedule
A:

    


    Ladies and
Gentlemen:

     

    Dentsply
International Inc., a
Delaware corporation (the “Company”), agrees with the Purchasers listed in
the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement as
follows:

     

    
      	
              1.  

            	
              AUTHORIZATION OF
      NOTES.

            


    

     

    1.1.    
Description of
Notes.

     

    The Company will authorize the issue
and sale of $250,000,000 aggregate principal amount of its 4.11% Senior Notes
due on the sixth anniversary of the Closing Date (the “Notes”, such term to include any such notes
issued in substitution therefor pursuant to Section 13 of this
Agreement).  The Notes shall be substantially in the form set out in
Exhibit 1, with such changes therefrom, if any, as may be approved by the
Purchasers and the Company.  Certain capitalized terms used in this
Agreement are defined in Schedule B; references to a “Schedule” or an
“Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached
to this Agreement.

    


    1.2.    
Interest Rate
Increase.

     

    If, during a Transition Period, the
Consolidated Debt to Consolidated EBITDA ratio exceeds 3.50 to 1.00, as
evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the
interest rate otherwise applicable to the Notes shall be increased by 0.25% per
annum, commencing on the first day of the first fiscal quarter following the
fiscal quarter in respect of which such Officer’s Certificate was delivered and
continuing until the Company has provided an Officer’s Certificate pursuant to
Section 7.2(a) demonstrating that, as of the end of the fiscal quarter in
respect of which such Certificate is delivered, the Consolidated Debt to
Consolidated EBITDA ratio is not more than 3.50 to 1.00.  Following
delivery of an Officer’s Certificate demonstrating that the Consolidated Debt to
Consolidated EBITDA ratio did not exceed 3.50 to 1.00, the additional 0.25% per
annum interest shall cease to accrue or be payable for any fiscal quarter
subsequent to the fiscal quarter in respect of which such Officer’s Certificate
is delivered (subject to the occurrence of another Transition Period to which
the first sentence of this Section 1.2(b) would apply).


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
              2.  

            	
              SALE AND PURCHASE OF
      NOTES.

            


    

    


    Subject to the terms and conditions of
this Agreement, the Company will issue and sell to each Purchaser and each
Purchaser will purchase from the Company, at the Closing provided for in
Section 3, the Notes in the principal amount specified opposite such
Purchaser’s name in Schedule A at the purchase price of 100% of the principal
amount thereof.  The obligations of each Purchaser hereunder are
several and not joint obligations and each Purchaser shall have no obligation
and no liability to any Person for the performance or nonperformance by any
other Purchaser hereunder.

     

    
      	
              3.  

            	
              CLOSING.

            


    

     

    The sale and purchase of the Notes to
be purchased by each Purchaser shall occur at the offices of Bingham McCutchen
LLP, One State Street, Hartford, Connecticut 06103 at 10:00 a.m. Eastern time,
at a closing (the “Closing”) on February 19, 2010 or such earlier
date as may be agreed upon by the Company and the Purchasers.  On the
Closing Date, the Company will deliver to each Purchaser the Notes to be
purchased by such Purchaser in the form of a single Note (or such greater number
of Notes in denominations of at least $100,000 as such Purchaser may request)
dated the date of the Closing Date and registered in such Purchaser’s name (or
in the name of such Purchaser’s nominee), against delivery by such Purchaser to
the Company or its order of immediately available funds in the amount of the
purchase price therefor by wire transfer of immediately available funds for the
account of the Company to Account Number 324-019-637, at Chase Manhattan Bank,
New York, New York, ABA Number 021000021, in the Account Name of “Dentsply
International Inc.”  If, on the Closing Date, the Company shall fail
to tender such Notes to any Purchaser as provided above in this Section 3,
or any of the conditions specified in Section 4 shall not have been
fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such
Purchaser’s election, be relieved of all further obligations under this
Agreement, without thereby waiving any rights such Purchaser may have by reason
of such failure or such nonfulfillment.

     

    
      	
              4.  

            	
              CONDITIONS TO
      CLOSING.

            


    

     

    Each Purchaser’s obligation to purchase
and pay for the Notes to be sold to such Purchaser at the Closing is subject to
the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of
the following conditions applicable to the Closing Date:

     

    4.1.    
Representations
and Warranties.

     

    The representations and warranties of
the Company in this Agreement shall be correct when made and at the time of the
Closing.

     

    4.2.    
Performance;
No Default.

     

    The Company shall have performed and
complied with all agreements and conditions contained in this Agreement required
to be performed or complied with by the Company prior to or at the Closing, and
after giving effect to the issue and sale of the Notes (and the application of
the proceeds thereof as contemplated by Section 5.14), no Default or Event
of Default shall have occurred and be continuing.  Neither the Company
nor any Subsidiary shall have entered into any transaction since June 30, 2009
that would have been prohibited by Section 10 hereof had such Sections
applied since such date.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Compliance
Certificates.

     


    (a)    
Officer’s
Certificate of the Company.  The Company shall have
delivered to such Purchaser an Officer’s Certificate, dated the Closing Date,
certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have
been fulfilled.

     


    (b)    Secretary’s
Certificate of the Company.  The Company shall have
delivered to such Purchaser a certificate, dated the Closing Date, certifying as
to the resolutions attached thereto and other corporate proceedings relating to
the authorization, execution and delivery of the Notes and this
Agreement.

     

    4.3.    
Opinions
of Counsel.

     

    Such Purchaser shall have received
opinions in form and substance satisfactory to such Purchaser, dated the Closing
Date (a) from Brian Addison, Esq., General Counsel of the Company, covering
the matters set forth in Exhibit 4.4(a) and covering such other matters
incident to the transactions contemplated hereby as such Purchaser or its
counsel may reasonably request (and the Company hereby instructs its counsel to
deliver such opinion to the Purchasers) and (b) from Bingham McCutchen LLP,
the Purchasers’ special counsel in connection with such transactions,
substantially in the form set forth in Exhibit 4.4(b) and covering such
other matters incident to such transactions as such Purchaser may reasonably
request.

     

    4.4.    
Purchase
Permitted By Applicable Law, Etc.

      


    On the date of the Closing, such
Purchaser’s purchase of Notes shall (a) be permitted by the laws and
regulations of each jurisdiction to which such Purchaser is subject, without
recourse to provisions (such as section 1405(a)(8) of the New York
Insurance Law) permitting limited investments by insurance companies without
restriction as to the character of the particular investment, (b) not
violate any applicable law or regulation (including, without limitation,
Regulation T, U or X of the Board of Governors of the Federal Reserve
System) and (c) not subject such Purchaser to any tax, penalty or liability
under or pursuant to any applicable law or regulation, which law or regulation
was not in effect on the date hereof.  If requested by such Purchaser,
such Purchaser shall have received an Officer’s Certificate certifying as to
such matters of fact as such Purchaser may reasonably specify to enable such
Purchaser to determine whether such purchase is so
permitted.

     

    4.5.    
Sale
of Other Notes.

     

    Contemporaneously with the Closing the
Company shall sell to each other Purchaser and each other Purchaser shall
purchase the Notes to be purchased by it at the Closing as specified in
Schedule A.

     

    4.6.    
Payment
of Special Counsel Fees.

     

    Without limiting the provisions of
Section 15.1, the Company shall have paid on or before the Closing Date,
the reasonable fees, reasonable charges and reasonable disbursements of the
Purchasers’ special counsel referred to in Section 4.4 to the extent
reflected in a statement of such counsel rendered to the Company at least one
Business Day prior to the Closing Date.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

       


    4.7.    
Private
Placement Number.

    


    A Private Placement Number issued by
Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities
Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained for the Notes.

     

    4.8.    
Changes
in Corporate Structure.

     

    The Company shall not have changed its
jurisdiction of organization, been a party to any merger or consolidation, or
shall not have succeeded to all or any substantial part of the liabilities of
any other entity, at any time following the date of the most recent financial
statements referred to in Section 5.5.

     

    4.9.    
Funding
Instructions.

     

    At least three Business Days prior to
the date of the Closing, each Purchaser shall have received written instructions
signed by a Responsible Officer on letterhead of the Company confirming the
information specified in Section 3 including (i) the name and address
of the transferee bank, (ii) such transferee bank’s ABA number and
(iii) the account name and number into which the purchase price for the
Notes is to be deposited.

     

    4.10.  
Proceedings
and Documents.

     

    All corporate and other organizational
proceedings in connection with the transactions contemplated by this Agreement
and all documents and instruments incident to such transactions shall be
reasonably satisfactory to such Purchaser and its special counsel, and such
Purchaser and its special counsel shall have received all such counterpart
originals or certified or other copies of such documents as such Purchaser or
such special counsel may reasonably request.

     

    
      	
              5.  

            	
              REPRESENTATIONS AND WARRANTIES
      OF THE COMPANY.

            


    

     

    The Company represents and warrants to
each Purchaser that:

     

    5.1.    
Organization;
Power and Authority.

     

    The Company is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and is duly qualified as a foreign corporation
and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  The Company
has the corporate power and authority to own or hold under lease the properties
it purports to own or hold under lease, to transact the business it transacts
and proposes to transact, to execute and deliver this Agreement and the Notes
and to perform the provisions hereof and thereof.

      


    5.2.    
Authorization,
Etc.

     


    This Agreement and the Notes to be
issued on the Closing Date have been duly authorized by all necessary corporate
action on the part of the Company, and this Agreement constitutes, and upon
execution and delivery thereof each such Note will constitute, a legal, valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     


    5.3.    
Disclosure.

     

    The documents filed by the Company with
the Securities and Exchange Commission (the “Public
Filings”), including
documents incorporated therein by reference, fairly describe, in all material
respects, the general nature of the business and principal properties of the
Company and its Restricted Subsidiaries.  This Agreement, the Public
Filings, the documents, certificates or other writings delivered to the
Purchasers by or on behalf of the Company in connection with the transactions
contemplated hereby and the financial statements referred to in
Section 5.5, in each case, delivered (or deemed to be delivered by
reference to the Public Filings) to the Purchasers prior to August 21, 2009
(this Agreement, the Public Filings and such documents, certificates or other
writings and such financial statements being referred to, collectively, as the
“Disclosure
Documents”), taken as a
whole, do not contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein not misleading in
light of the circumstances under which they were made.  Except as
disclosed in the Disclosure Documents, since June 30, 2009, there has been no
change in the financial condition, operations, business or properties of the
Company or any of its Restricted Subsidiaries except changes that individually
or in the aggregate would not reasonably be expected to have a Material Adverse
Effect.  There is no fact known to the Company that would reasonably
be expected to have a Material Adverse Effect that has not been set forth herein
or in the Disclosure Documents.

     

    5.4.    
Organization
and Ownership of Shares of Subsidiaries; Affiliates.

     

    (a)    
Schedule 5.4 contains
(except as noted therein) complete and correct lists (i) of the Company’s
Restricted and Unrestricted Subsidiaries, showing, as to each Subsidiary, the
correct name thereof, the jurisdiction of its organization, and the percentage
of shares of each class of its capital stock or similar equity interests
outstanding owned by the Company and its Subsidiaries, (ii) of the
Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s
directors and senior officers.

     

    (b)    All of the outstanding shares of
capital stock or similar equity interests of each Subsidiary shown in
Schedule 5.4 as being owned by the Company and its Subsidiaries have been
validly issued, are fully paid and nonassessable and are owned by the Company or
another Subsidiary free and clear of any Material Lien (except as otherwise
disclosed in Schedule 5.4).

     

    (c)    
Each Subsidiary identified in
Schedule 5.4 is a corporation or other legal entity duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation or other legal
entity and is in good standing in each jurisdiction in which such qualification
is required by law, other than those jurisdictions as to which the failure to be
so qualified or in good standing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  Each such
Subsidiary has the corporate or other power and authority to own or hold under
lease the properties it purports to own or hold under lease and to transact the
business it transacts and proposes to transact.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (d)    No Subsidiary is a party to, or
otherwise subject to, any legal restriction or any agreement (other than this
Agreement, the agreements listed on Schedule 5.4 and customary limitations
imposed by corporate law statutes) restricting the ability of such Subsidiary to
pay dividends out of profits or make any other similar distributions of profits
to the Company or any of its Subsidiaries that owns outstanding shares of
capital stock or similar equity interests of such
Subsidiary.

     

    5.5.    
Financial
Statements; Material Liabilities.

     

    The Company has delivered to each
Purchaser copies of the (quarterly and annual or, in the case of 2009, quarterly
only) financial statements of the Company and its Subsidiaries contained in the
Public Filings for the years 2004 through 2009, inclusive.  All of
said financial statements (including in each case the related schedules and
notes) fairly present in all material respects the consolidated financial
position of the Company and its Subsidiaries as of the respective dates
specified in such Public Filings and the consolidated results of their
operations and cash flows for the respective periods so specified and have been
prepared in accordance with GAAP consistently applied throughout the periods
involved except as set forth in the notes thereto (subject, in the case of any
interim financial statements, to normal year-end adjustments).  The
Company and its Subsidiaries do not have any Material liabilities that are not
disclosed on such financial statements or otherwise disclosed in the Disclosure
Documents.

     

    5.6.    
Compliance
with Laws, Other Instruments, Etc.

     

    The execution, delivery and performance
by the Company of this Agreement and the Notes will not (a) contravene,
result in any breach of, or constitute a default under, or result in the
creation of any Lien in respect of any property of the Company or any Subsidiary
under, any indenture, mortgage, deed of trust, loan, purchase or credit
agreement, lease, corporate charter or by-laws, or any other agreement or
instrument to which the Company or any Subsidiary is bound or by which the
Company or any Subsidiary or any of their respective properties may be bound or
affected, (b) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to the Company or any
Subsidiary, or (c) violate any provision of any statute or other
rule or regulation of any Governmental Authority applicable to the Company
or any Subsidiary.

     

    5.7.    
Governmental
Authorizations, Etc.

     

    No consent, approval or authorization
of, or registration, filing or declaration with, any Governmental Authority is
required in connection with the execution, delivery or performance by the
Company of this Agreement or the Notes.

     

    5.8.    
Litigation;
Observance of Agreements, Statutes and Orders.

     

    (a)    
There are no actions, suits,
investigations or proceedings pending or, to the knowledge of the Company,
threatened against or affecting the Company or any Restricted Subsidiary or any
property of the Company or any Restricted Subsidiary in any court or before any
arbitrator of any kind or before or by any Governmental Authority that,
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (b)    
Neither the Company nor any
Restricted Subsidiary is in default under any term of any agreement or
instrument to which it is a party or by which it is bound, or any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority or
is in violation of any applicable law, ordinance, rule or regulation (including
without limitation Environmental Laws or the USA Patriot Act) of any
Governmental Authority, which default or violation, individually or in the
aggregate, would reasonably be expected to have a Material Adverse
Effect.

     

    5.9.    
Taxes.

     

    The Company and its Subsidiaries have
filed all tax returns that are required to have been filed in any jurisdiction,
and have paid all taxes shown to be due and payable on such returns and all
other taxes and assessments levied upon them or their properties, assets, income
or franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent, except for any taxes and
assessments (a) the amount of which is not individually or in the aggregate
Material or (b) the amount, applicability or validity of which is currently
being contested in good faith by appropriate proceedings and with respect to
which the Company or a Subsidiary, as the case may be, has established adequate
reserves in accordance with GAAP.  The Company knows of no basis for
any other tax or assessment that would reasonably be expected to have a Material
Adverse Effect.  The charges, accruals and reserves on the books of
the Company and its Subsidiaries in respect of federal, state or other taxes for
all fiscal periods are adequate.  The federal income tax liabilities
of the Company and its Subsidiaries have been finally determined (whether by
reason of completed audits or the statute of limitations having run) for all
fiscal years up to and including the fiscal year ended 2005.

     

    5.10.  
Title
to Property; Leases.

     

    The Company and its Restricted
Subsidiaries have good and sufficient title to their respective properties which
the Company and its Restricted Subsidiaries own or purport to own, including all
such properties reflected as owned in the most recent audited balance sheet
referred to in Section 5.5 or purported to have been acquired by the
Company or any Restricted Subsidiary after said date (except as sold or
otherwise disposed of in the ordinary course of business), in each case free and
clear of Liens prohibited by this Agreement, except where the failure to have
such title would not have a Material Adverse Effect.  All Material
leases are valid and subsisting and are in full force and effect in all material
respects.

     

    5.11.  
Licenses,
Permits, Etc.  Except as disclosed in
Schedule 5.11,

     

    (a)    
the Company and its Restricted
Subsidiaries own or possess all licenses, permits, franchises, authorizations,
patents, copyrights, proprietary software, service marks, trademarks and trade
names, or rights thereto, without known conflict with the rights of others,
except to the extent that the failure to own or possess the same, or the
existence of any such conflict, would not have a Material Adverse
Effect;

     

    (b)    no product of the Company or any of its
Restricted Subsidiaries infringes in any Material respect any license, permit,
franchise, authorization, patent, copyright, proprietary software, service mark,
trademark, trade name or other right owned by any other Person, except where any
such infringement would not have a Material Adverse Effect;
and


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (c)    
there is no Material violation by
any Person of any right of the Company or any of its Restricted Subsidiaries
with respect to any patent, copyright, proprietary software, service mark,
trademark, trade name or other right owned or used by the Company or any of its
Restricted Subsidiaries, except where any such violation would not have a
Material Adverse Effect.

     

    5.12.  
Compliance
with ERISA.

     

    (a)    
The Company and each ERISA
Affiliate have operated and administered each Plan in compliance with all
applicable laws except for such instances of noncompliance as have not resulted
in and would not reasonably be expected to result in a Material Adverse
Effect.  Neither the Company nor any ERISA Affiliate has incurred any
liability pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans (as defined in
section 3 of ERISA), and no event, transaction or condition has occurred or
exists that would reasonably be expected to result in the incurrence of any such
liability by the Company or any ERISA Affiliate, or in the imposition of any
Lien on any of the rights, properties or assets of the Company or any ERISA
Affiliate, in either case pursuant to Title I or IV of ERISA or to such
penalty or excise tax provisions or to section 401(a)(29) or 412 of the
Code or section 4068 of ERISA, other than such liabilities or Liens as would not
be individually or in the aggregate Material.

     

    (b)    
The present value of the
aggregate benefit liabilities under each of the Plans (other than Multiemployer
Plans) and all foreign employee benefit plans, determined as of the end of such
Plan’s (and such foreign employee benefit plans’) most recently ended plan year
on the basis of the actuarial assumptions specified for funding purposes in such
Plan’s most recent actuarial valuation report, did not exceed the aggregate
current value of the assets of such Plans (and such foreign employee benefit
plans) allocable to such benefit liabilities by more than $107,799,000 in the
aggregate for all Plans and all foreign employee benefit plans.  The
term “benefit
liabilities” has the
meaning specified in section 4001 of ERISA and the terms “current
value” and “present
value” have the meaning
specified in section 3 of ERISA.

     

    (c)    
The Company and its ERISA
Affiliates have not incurred any withdrawal liabilities (and are not subject to
contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in
respect of Multiemployer Plans that individually or in the aggregate are
Material.

     

    (d)    
The expected
post-retirement benefit obligation (determined as of the last day of the
Company’s most recently ended fiscal year in accordance with Financial
Accounting Standards Board Statement No. 106, without regard to liabilities
attributable to continuation coverage mandated by section 4980B of the
Code) of the Company and its Subsidiaries is not Material.

     

    (e)    
The execution and delivery
of this Agreement and the issuance and sale of the Notes hereunder will not
involve any transaction that is subject to the prohibitions of Section 406
of ERISA or in connection with which a tax would be imposed pursuant to
Section 4975(c)(1)(A)-(D) of the Code.  The representation by the
Company in the first sentence of this Section 5.12(e) is made in reliance
upon and subject to the accuracy of


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (f)    
each Purchaser’s
representation in Section 6.3 as to the sources of the funds to be used to
pay the purchase price of the Notes to be purchased by such
Purchaser.

     

    5.13.  
Private
Offering by the Company.

     

    Neither the Company nor anyone acting
on the Company’s behalf has offered the Notes or any similar securities for sale
to, or solicited any offer to buy any of the same from, or otherwise approached
or negotiated in respect thereof with, any Person other than the Purchasers and
not more than three (3) other Institutional Investors, each of which has been
offered the Notes in connection with a private sale for
investment.  Neither the Company nor anyone acting on its behalf has
taken, or will take, any action that would subject the issuance or sale of the
Notes to the registration requirements of Section 5 of the Securities Act
or to the registration requirements of any securities or blue sky laws of any
applicable jurisdiction.

     

    5.14.  
Use
of Proceeds; Margin Regulations.

     

    The Company will apply the proceeds of
the sale of the Notes for general corporate purposes of the
Company.  No part of the proceeds from the sale of the Notes hereunder
will be used, directly or indirectly, for the purpose of buying or carrying any
margin stock within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System (12 CFR 221), or for the purpose of
buying or carrying or trading in any securities under such circumstances as to
involve the Company in a violation of Regulation X of said Board
(12 CFR 224) or to involve any broker or dealer in a violation of
Regulation T of said Board (12 CFR 220).  Margin stock does
not constitute more than 5% of the value of the consolidated assets of the
Company and its Subsidiaries and the Company does not have any present intention
that margin stock will constitute more than 5% of the value of such
assets.  As used in this Section, the terms “margin
stock” and “purpose of buying
or carrying” shall have
the meanings assigned to them in said Regulation U.

     

    5.15.  
Existing
Debt; Future Liens.

     

    (a)    
Except as described
therein, Schedule 5.15 sets forth a complete and correct list of all
outstanding Debt of the Company and its Restricted Subsidiaries as of June 30,
2009, since which date there has been no Material change in the amounts,
interest rates, sinking funds, installment payments or maturities of the Debt of
the Company or its Restricted Subsidiaries.  Neither the Company nor
any Restricted Subsidiary is in default and no waiver of default is currently in
effect, in the payment of any principal or interest on any Debt of the Company
or such Restricted Subsidiary, and no event or condition exists with respect to
any Debt of the Company or any Restricted Subsidiary, that would permit (or that
with notice or the lapse of time, or both, would permit) one or more Persons to
cause such Debt to become due and payable before its stated maturity or before
its regularly scheduled dates of payment.

     

    (b)    
Except as disclosed in
Schedule 5.15, neither the Company nor any Restricted Subsidiary has agreed
or consented to cause or permit in the future (upon the happening of a
contingency or otherwise) any of its property, whether now owned or hereafter
acquired, to be subject to a Lien not permitted by
Section 10.3.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (c)    
Neither the Company nor
any Subsidiary is a party to, or otherwise subject to any provision contained
in, any instrument evidencing Debt of the Company or such Subsidiary, any
agreement relating thereto or any other agreement (including, but not limited
to, its charter or other organizational document) which limits the amount of, or
otherwise imposes restrictions on the incurring of, Debt of the Company, except
as specifically indicated in Schedule 5.15.

     

    5.16.  
Foreign
Assets Control Regulations, Etc.

     

    (a)    
(a) Neither the sale
of the Notes by the Company hereunder nor its use of the proceeds thereof will
violate the Trading with the Enemy Act, as amended, or any of the foreign assets
control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) or any enabling legislation or
executive order relating thereto.

     

    (b)    
Neither the Company nor
any Subsidiary is a Person described or designated in the Specially Designated
Nationals and Blocked Persons List of the Office of Foreign Assets Control or in
Section 1 of the Anti-Terrorism Order or, to the knowledge of the Company,
engages in any dealings or transactions with any such Person.  The
Company and its Subsidiaries are in compliance, in all material respects, with
the USA Patriot Act.

     

    (c)    
No part of the proceeds
from the sale of the Notes hereunder will be used, directly or indirectly, for
any payments to any governmental official or employee, political party, official
of a political party, candidate for political office, or anyone else acting in
an official capacity, in order to obtain, retain or direct business or obtain
any improper advantage, in violation of the United States Foreign Corrupt
Practices Act of 1977, as amended, assuming in all cases that such Act applies
to the Company.

     

    5.17.  
Status
under Certain Statutes.

     

    Neither the Company nor any Restricted
Subsidiary is an “investment company” registered or required to be registered
under the Investment Company Act of 1940, as amended, or is subject to
regulation under the Public Utility Holding Company Act of 2005, as amended, the
ICC Termination Act of 1995, as amended, or the Federal Power Act, as
amended.

     

    5.18.  
Environmental
Matters.

     

    (a)    
Neither the Company nor
any Restricted Subsidiary has knowledge of any liability or has received any
notice of any liability, and no proceeding has been instituted raising any
liability against the Company or any of its Restricted Subsidiaries or any of
their respective real properties now or formerly owned, leased or operated by
any of them, or other assets, alleging any damage to the environment or
violation of any Environmental Laws, except, in each case, such as would not
reasonably be expected to result in a Material Adverse
Effect.

     

    (b)    
Neither the Company nor
any Restricted Subsidiary has knowledge of any facts which would give rise to
any liability, public or private, of violation of Environmental Laws or damage
to the environment emanating from, occurring on or in


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (c)    
any way related to real
properties now or formerly owned, leased or operated by any of them or to other
assets or their use, except, in each case, such as would not reasonably be
expected to result in a Material Adverse Effect.

     

    (d)    
Neither the Company nor
any of its Restricted Subsidiaries has stored any Hazardous Materials on real
properties now or formerly owned, leased or operated by any of them or has
disposed of any Hazardous Materials in each case in a manner contrary to any
Environmental Laws in each case in any manner that would reasonably be expected
to result in a Material Adverse Effect.

     

    (e)    
All buildings on all real
properties now owned, leased or operated by the Company or any of its Restricted
Subsidiaries are in compliance with applicable Environmental Laws, except where
failure to comply would not reasonably be expected to result in a Material
Adverse Effect.

     

    5.19.  
Notes
Rank Pari Passu.

     

    The obligations of the Company under
this Agreement and the Notes rank pari
passu in right of payment
with all other senior unsecured Debt (actual or contingent) of the Company,
including, without limitation, all senior unsecured Debt of the Company
described in Schedule 5.15 hereto.

     

    
      	
              6.  

            	
              REPRESENTATIONS OF THE
      PURCHASER.

            


    

     

    6.1.    
Purchase
for Investment.

     

    Each Purchaser severally represents
that it is purchasing the Notes for its own account or for one or more separate
accounts maintained by it or for the account of one or more pension or trust
funds and not with a view to the distribution thereof, provided that the disposition of such
Purchaser’s or such pension or trust funds’ property shall at all times be
within such Purchaser’s or such pension or trust funds’ control.  Each
Purchaser understands that the Notes have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions
of the Securities Act or if an exemption from registration is available, except
under circumstances where neither such registration nor such an exemption is
required by law, and that the Company is not required to and the Company has no
intent to register the Notes.

     

    6.2.    
Accredited
Investor.

     

    Each Purchaser represents that it is an
“accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act acting for its own account (and not for
the account of others) or as a fiduciary or agent for others (which others are
also “accredited investors”).  Each Purchaser further represents that
such Purchaser has had the opportunity to ask questions of the Company and
received answers to its satisfaction concerning the terms and conditions of the
sale of the Notes.

     

    6.3.    
Source
of Funds.

     

    Each Purchaser severally represents
that at least one of the following statements is an accurate representation as
to each source of funds (a “Source”) to be used by such Purchaser to pay
the purchase price of the Notes to be purchased by such Purchaser
hereunder:


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    the Source is an “insurance company
general account” (as the term is defined in the United States Department of
Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the
reserves and liabilities (as defined by the annual statement for life insurance
companies approved by the National Association of Insurance Commissioners (the
“NAIC
Annual Statement”)) for
the general account contract(s) held by or on behalf of any employee benefit
plan together with the amount of the reserves and liabilities for the general
account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60)
or by the same employee organization in the general account do not exceed 10% of
the total reserves and liabilities of the general account (exclusive of separate
account liabilities) plus surplus as set forth in the NAIC Annual Statement
filed with such Purchaser’s state of domicile; or

     

    (a)    
the Source is a separate
account that is maintained solely in connection with such Purchaser’s fixed
contractual obligations under which the amounts payable, or credited, to any
employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including
any annuitant)) are not affected in any manner by the investment performance of
the separate account; or

     

    (b)    
the Source is either (i)
an insurance company pooled separate account, within the meaning of PTE 90-1 or
(ii) a bank collective investment fund, within the meaning of the PTE 91-38 and,
except as disclosed by such Purchaser to the Company in writing pursuant to this
clause (c), no employee benefit plan or group of plans maintained by the same
employer or employee organization beneficially owns more than 10% of all assets
allocated to such pooled separate account or collective investment fund;
or

     

    (c)    
the Source constitutes
assets of an “investment fund” (within the meaning of Part V of
PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional
asset manager” or “QPAM” (within the meaning of Part V of the QPAM
Exemption), no employee benefit plan’s assets that are included in such
investment fund, when combined with the assets of all other employee benefit
plans established or maintained by the same employer or by an affiliate (within
the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or
by the same employee organization and managed by such QPAM, exceed 20% of the
total client assets managed by such QPAM, the conditions of Part I(c) and (g) of
the QPAM Exemption are satisfied, as of the last day of its most recent calendar
quarter, the QPAM does not own a 10% or more interest in the Company and no
person controlling or controlled by the QPAM (applying the definition of
“control” in Section V(e) of the QPAM Exemption) owns a 20% or more
interest in the Company (or less than 20% but greater than 10%, if such person
exercises control over the management or policies of the Company by reason of
its ownership interest) and (i) the identity of such QPAM and (ii) the
names of all employee benefit plans whose assets are included in such investment
fund have been disclosed to the Company in writing pursuant to this clause (d);
or

     

    (d)    
the Source constitutes
assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the
“INHAM
Exemption”)) managed by an
“in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM
exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are
satisfied, neither the INHAM nor a person controlling or controlled by the INHAM
(applying the definition of “control” in


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    (e)    
Section IV(d) of the INHAM
Exemption) owns a 5% or more interest in the Company and (i) the identity of
such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets
constitute the Source have been disclosed to the Company in writing pursuant to
this clause (e); or

    


    (f)    
the Source is a
governmental plan; or

    


    (g)    
the Source is one or more
employee benefit plans, or a separate account or trust fund comprised of one or
more employee benefit plans, each of which has been identified to the Company in
writing pursuant to this clause (g); or

    


    (h)    
the Source does not
include assets of any employee benefit plan, other than a plan exempt from the
coverage of ERISA.

    


    As used in this Section 6.3, the
terms “employee benefit
plan,” “governmental
plan,” and “separate
account” shall have the
respective meanings assigned to such terms in section 3 of
ERISA.

    


    
      7. INFORMATION AS TO
COMPANY.

    

    


    7.1.    
Financial
and Business Information.

    


    The Company shall deliver to each
holder of Notes that is an Institutional Investor:

    


    (a)    
Quarterly
Statements — within 60
days after the end of each quarterly fiscal period in each fiscal year of the
Company (other than the last quarterly fiscal period of each such fiscal
year),

    


    (i)    
a consolidated balance
sheet of the Company and its Subsidiaries as at the end of such quarter,
and

    


    (ii)    
consolidated statements of
income, changes in shareholders’ equity and cash flows of the Company and its
Subsidiaries, for such quarter and (in the case of the second and third
quarters) for the portion of the fiscal year ending with such
quarter,

    


    setting forth in each case in
comparative form the figures for the corresponding periods in the previous
fiscal year, all in reasonable detail, prepared in accordance with GAAP
applicable to quarterly financial statements generally, and certified by a
Senior Financial Officer as fairly presenting, in all material respects, the
financial position of the companies being reported on and their results of
operations and cash flows, subject to changes resulting from year-end
adjustments, provided that filing (and providing each holder
of Notes written notice of such filing) with the Securities and Exchange
Commission within the time period specified above the Company’s Quarterly Report
on Form 10-Q prepared in compliance with the requirements therefor shall be
deemed to satisfy the requirements of this
Section 7.1(a);

    


    (b)    
Annual
Statements — within 105
days after the end of each fiscal year of the Company,


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (c)    
a consolidated balance
sheet of the Company and its Subsidiaries, as at the end of such year,
and

    


    (i)    
consolidated statements of
income, changes in shareholders’ equity and cash flows of the Company and its
Subsidiaries, for such year,

    


    setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable
detail, prepared in accordance with GAAP, and accompanied by an opinion thereon
of independent certified public accountants of recognized national standing,
which opinion shall state that such financial statements present fairly, in all
material respects, the financial position of the companies being reported upon
and their results of operations and cash flows and have been prepared in
conformity with GAAP, and that the examination of such accountants in connection
with such financial statements has been made in accordance with generally
accepted auditing standards, and that such audit provides a reasonable basis for
such opinion in the circumstances, provided that filing (and providing each holder
of Notes written notice of such filing) with the Securities and Exchange
Commission within the time period specified above of the Company’s Annual Report
on Form 10-K for such fiscal year (together with the Company’s annual report to
shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange
Act) prepared in accordance with the requirements therefor shall be deemed to
satisfy the requirements of this Section 7.1(b);

    


    (d)    
Unrestricted
Subsidiaries — In the
event that one or more Unrestricted Subsidiaries shall either (i) own more than
10% of the total consolidated assets of the Company and its Subsidiaries, or
(ii) account for more than 10% of the consolidated gross revenues of the Company
and its Subsidiaries, determined in each case in accordance with GAAP, then,
within the respective periods provided in Section 7.1(a) and (b) above, the
Company shall deliver to each holder of Notes that is an Institutional Investor,
unaudited financial statements of the character and for the dates and periods as
in said Sections 7.1(a) and (b) covering such group of Unrestricted Subsidiaries
(on a consolidated basis), together with a consolidating statement reflecting
eliminations or adjustments required to reconcile the financial statements of
such group of Unrestricted Subsidiaries to the financial statements delivered
pursuant to Sections 7.1(a) and (b);

    


    (e)    
SEC
and Other Reports — except
for filings referred to in Section 7.1(a) and (b) above, promptly upon
their becoming available and, to the extent applicable, one copy of
(i) each financial statement, report, notice or proxy statement sent by the
Company or any Subsidiary to public securities holders generally, and
(ii) each regular or periodic report, each registration statement (without
exhibits except as expressly requested by such holder), and each prospectus and
all amendments thereto filed by the Company or any Subsidiary with the
Securities and Exchange Commission and of all press releases and other
statements made available generally by the Company or any Subsidiary to the
public concerning developments that are Material;

    


    (f)    
Notice
of Default or Event of Default — promptly, and in any event within
five Business Days after a Responsible Officer becomes aware of the existence of
any Default or Event of Default or that any Person has given any notice or taken
any action with respect to a claimed default hereunder or that any Person has
given any notice or


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    (g)    
taken any action with
respect to a claimed default of the type referred to in Section 11(g), a
written notice specifying the nature and period of existence thereof and what
action the Company is taking or proposes to take with respect
thereto;

    


    (h)    
ERISA
Matters — promptly, and in
any event within five Business Days after a Responsible Officer becomes aware of
any of the following, a written notice setting forth the nature thereof and the
action, if any, that the Company or an ERISA Affiliate proposes to take with
respect thereto:

    


    (i)    
with respect to any Plan,
any reportable event, as defined in

    


    Section 4043(c) of ERISA and the
regulations thereunder, for which notice thereof has not been waived pursuant to
such regulations as in effect on the date thereof; or

    


    (ii)    
the taking by the PBGC of
steps to institute, or the threatening by the PBGC of the institution of,
proceedings under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan, or the receipt by the Company
or any ERISA Affiliate of a notice from a Multiemployer Plan that such action
has been taken by the PBGC with respect to such Multiemployer Plan;
or

    


    (iii)    
any event, transaction or
condition that would result in the incurrence of any liability by the Company or
any ERISA Affiliate pursuant to Title I or IV of ERISA or the imposition of
a penalty or excise tax under the provisions of the Code relating to employee
benefit plans, or the imposition of any Lien on any of the rights, properties or
assets of the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or such penalty or excise tax provisions, if such liability or Lien, taken
together with any other such liabilities or Liens then existing, would
reasonably be expected to have a Material Adverse Effect;

    


    (i)    
Notices from
Governmental Authority —
promptly, and in any event within 30 days of receipt thereof, copies of any
notice to the Company or any Subsidiary from any federal or state Governmental
Authority relating to any order, ruling, statute or other law or regulation that
would reasonably be expected to have a Material Adverse Effect;
and

    


    (j)    
Requested
Information — with
reasonable promptness, such other data and information relating to the business,
operations, affairs, financial condition, assets or properties of the Company or
any of its Subsidiaries or relating to the ability of the Company to perform its
obligations hereunder and under the Notes as from time to time may be reasonably
requested by any such holder of Notes and if provided by the Company, would not
violate any applicable laws, regulations or rules.

    


    7.2.    
Officer’s
Certificate.

    


    At the time each set of financial
statements is required to be delivered (or deemed to have been delivered) to a
holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof
the Company shall deliver to each holder a certificate of a Senior Financial
Officer setting forth:


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    Covenant
Compliance — the
information required in order to establish whether the Company was in compliance
with the requirements of Section 10.1 through Section 10.6 and Section
10.9 hereof, inclusive, during the quarterly
or annual period covered by the statements then being furnished (including with
respect to each such Section, where applicable, the calculations of the maximum
or minimum amount, ratio or percentage, as the case may be, permissible under
the terms of such Sections, and the calculation of the amount, ratio or
percentage then in existence); and

    


    (a)    
Event
of Default — a statement
that such officer has reviewed the relevant terms hereof and such review shall
not have disclosed the existence during the quarterly or annual period covered
by the statements then being furnished of any condition or event that
constitutes a Default or an Event of Default or, if any such condition or event
existed or exists, specifying the nature and period of existence thereof and
what action the Company shall have taken or proposes to take with respect
thereto.

    


    7.3.    
Visitation.

    


    The Company shall permit the
representatives of each holder of Notes that is an Institutional
Investor:

    


    (a)    
No
Default — if no Default or
Event of Default then exists, at the expense of such holder and upon reasonable
prior notice to the Company, to visit the principal executive office of the
Company, to discuss the affairs, finances and accounts of the Company and its
Subsidiaries with the Company’s officers, and (with the consent of the Company,
which consent will not be unreasonably withheld) its independent public
accountants, and (with the consent of the Company, which consent will not be
unreasonably withheld) to visit the other offices and properties of the Company
and each Restricted Subsidiary, all at such reasonable times and as often as may
be reasonably requested in writing; and

    


    (b)    
Default — if a Default or Event of Default
then exists, at the expense of the Company, to visit and inspect any of the
offices or properties of the Company or any Subsidiary, to examine all their
respective books of account, records, reports and other papers, to make copies
and extracts therefrom, and to discuss their respective affairs, finances and
accounts with their respective officers and independent public accountants (and
by this provision the Company authorizes said accountants to discuss the
affairs, finances and accounts of the Company and its Subsidiaries), all at such
times and as often as may be requested.

    


    For the avoidance of doubt, it is
understood that Section 20 applies to Confidential Information obtained in
connection with the exercise by any holder of Notes of the rights set forth in
this Section 7.3.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
       

      8. PAYMENT OF THE
NOTES.

    

    


    8.1.    
Required
Prepayments.

    


    On the following dates, the Company
shall prepay the following principal amounts (or such lesser principal amounts
as shall then be outstanding) of the Notes at par and without
payment of the Make-Whole Amount or any
premium, provided that upon any partial prepayment of the Notes pursuant to
Section 8.2, the principal amount of each required prepayment of the Notes
becoming due under this Section 8.1 on and after the date of such prepayment
shall be reduced in the same proportion as the aggregate unpaid principal amount
of the Notes is reduced as a result of such prepayment:

     

    
      
        
          
            	
                    Fourth
      Anniversary of the Closing Date

                  	 	$	75,000,000	 
	
                    Fifth
      Anniversary of the Closing Date

                  	 	$	100,000,000	 


          

        

      

    

    


    The entire remaining unpaid principal
amount of the Notes shall become due and payable on the sixth anniversary of the
Closing Date.

    


    8.2.    
Optional
Prepayments with Make-Whole Amount.

    


    The Company may, at its option, upon
notice as provided below, prepay at any time all, or from time to time any part
of, the Notes, in an amount not less than 10% of the original aggregate
principal amount of the Notes to be prepaid in the case of a partial prepayment,
at 100% of the principal amount so prepaid, together with interest accrued
thereon to the date of such prepayment, plus the Make-Whole Amount determined
for the prepayment date with respect to such principal amount.  The
Company will give each holder of Notes written notice of each optional
prepayment under this Section 8.2 not less than 30 days and not more than
60 days prior to the date fixed for such prepayment.  Each such notice
shall specify such date, the aggregate principal amount of the Notes to be
prepaid on such date, the principal amount of each Note held by such holder to
be prepaid (determined in accordance with Section 8.4), and the interest to
be paid on the prepayment date with respect to such principal amount being
prepaid, and shall be accompanied by a certificate of a Senior Financial Officer
as to the estimated Make-Whole Amount due in connection with such prepayment
(calculated as if the date of such notice were the date of the prepayment),
setting forth the details of such computation.  Two Business Days
prior to such prepayment, the Company shall deliver to each holder of Notes to
be prepaid a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment
date.

    


    8.3.    
Prepayment
of Notes Upon Change of Control.

    


    (a)    
Notice
of Change of Control.  The Company will, within 5
Business Days after any Senior Financial Officer has knowledge of the occurrence
of any Change of Control, give written notice of such Change of Control to each
holder of Notes unless notice in respect of such Change of Control shall have
been given pursuant to subparagraph (b) of this Section 8.3.  If a
Change of Control has occurred, such notice shall contain and constitute an
offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and
shall be accompanied by the certificate described in subparagraph (g) of this
Section 8.3.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    (b)    
Condition to
Company Action.  The Company will not take
any action that consummates or finalizes a Change of Control unless (i) at least
30 days prior to such action it shall have given to each
holder of Notes written notice containing and constituting an offer to prepay
Notes as described in subparagraph (c) of this Section 8.3, accompanied by the
certificate described in subparagraph (g) of this Section 8.3, and (ii)
contemporaneously with such action, it prepays all Notes required to be prepaid
in accordance with this Section 8.3.

    


    (c)    
Offer
to Prepay Notes.  The offer to prepay Notes
contemplated by subparagraphs (a) and (b) of this Section 8.3 shall be an offer
to prepay, in accordance with and subject to this Section 8.3, all, but not less
than all, the Notes held by each holder of Notes (in this case only, “holder of
Notes” in respect of any Note registered in the name of a nominee for a
disclosed beneficial owner shall mean such beneficial owner) on a date specified
in such offer (the “Proposed
Prepayment Date”).  If such Proposed
Prepayment Date is in connection with an offer contemplated by subparagraph (a)
of this Section 8.3, such date shall be not less than thirty (30) days and not
more than one hundred twenty (120) days after the date of such offer (if the
Proposed Prepayment Date shall not be specified in such offer, the Proposed
Prepayment Date shall be the first Business Day after the 60th day after the
date of such offer).

    


    (d)    
Acceptance/Rejection.  A holder of Notes may
accept the offer to prepay made pursuant to this Section 8.3 by causing a notice
of such acceptance to be delivered to the Company not later than fifteen (15)
days after receipt by such holder of Notes of the most recent offer of
prepayment.  A failure by a holder of Notes to respond to an offer to
prepay made pursuant to this Section 8.3 shall be deemed to constitute a
rejection of such offer by such holder of Notes.

    


    (e)    
Prepayment.  Prepayment of the Notes to
be prepaid pursuant to this Section 8.3 shall be at 100% of the principal amount
of such Notes, together with interest on such Notes accrued to the date of
prepayment.  The prepayment shall be made on the Proposed Prepayment
Date except as provided in subparagraph (f) of this Section
8.3.

    


    (f)    
Deferral Pending
Change of Control.  The obligation of the
Company to prepay Notes pursuant to the offers required by subparagraph (c) and
accepted in accordance with subparagraph (d) of this Section 8.3 is subject to
the occurrence of the Change of Control in respect of which such offers and
acceptances shall have been made.  In the event that such Change of
Control has not occurred on the Proposed Prepayment Date in respect thereof, the
prepayment shall be deferred until, and shall be made on, the date on which such
Change of Control occurs; provided, however, that if the Change of Control has
not occurred within 45 days after the original Proposed Prepayment Date, any
holder of Notes may withdraw its acceptance and the Company shall again comply
with this Section 8.3 as to such Change of Control with respect to such
withdrawing holder.  The Company shall keep each holder of Notes
reasonably and timely informed of (i) any such deferral of the date of
prepayment, (ii) the date on which such Change of Control and the prepayment are
expected to occur, and (iii) any determination by the Company that efforts to
effect such Change of Control have ceased or been abandoned (in which case the
offers and acceptances made pursuant to this Section 8.3 in respect of such
Change of Control shall be deemed rescinded).



    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    (g)    
Officer’s
Certificate.  Each offer to prepay the
Notes pursuant to this Section 8.3 shall be accompanied by a certificate,
executed by a Senior Financial Officer of the Company and dated the date of
such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer
is made pursuant to this Section 8.3; (iii) the principal amount and series of
each Note offered to be prepaid; (iv) the interest that would be due on each
Note offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that
the conditions of this Section 8.3 have been fulfilled; and (vi) in reasonable
detail, the nature and date or proposed date of the Change of
Control.

    


    8.4.    
Prepayment
of Notes Upon Sale of Assets.

    


    The Company may prepay the Notes in
accordance with Section 10.4.

    


    8.5.    
Allocation
of Partial Prepayments.

    


    In the case of each partial prepayment
of the Notes pursuant to the provisions of Section 8.2, the principal
amount of the Notes shall be allocated among all of the Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof.

    


    8.6.    
Maturity;
Surrender, Etc.

    


    In the case of each prepayment of Notes
pursuant to this Section 8, the principal amount of each Note to be prepaid
shall mature and become due and payable on the date fixed for such prepayment
(which shall be a Business Day), together with interest on such principal amount
accrued to such date and the applicable Make-Whole Amount, if
any.  From and after such date, unless the Company shall fail to pay
such principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue.  Any Note paid or prepaid in full shall be
surrendered to the Company and cancelled and shall not be reissued, and no Note
shall be issued in lieu of any prepaid principal amount of any
Note.

    


    8.7.    
Purchase
of Notes.

    


    The Company will not and will not
permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly
or indirectly, any of the outstanding Notes except (a) upon the payment or
prepayment of the Notes in accordance with the terms of this Agreement and the
Notes or (b) pursuant to a written offer to purchase any outstanding Notes
made by the Company or an Affiliate pro rata to the holders of the Notes upon
the same terms and conditions.  The Company will promptly cancel all
Notes acquired by it or any Affiliate pursuant to any payment, prepayment or
purchase of Notes pursuant to any provision of this Agreement and no Notes may
be issued in substitution or exchange for any such Notes.

    


    8.8.    
Make-Whole
Amount.

    


    “Make-Whole
Amount” means, with
respect to any Note, an amount equal to the excess, if any, of the Discounted
Value of the Remaining Scheduled Payments with respect to the Called Principal
of such Note over the amount of such Called Principal, provided that the
Make-Whole Amount may in no event be less than zero.  For the purposes
of determining the Make-Whole Amount, the following terms have the following
meanings:


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    “Called
Principal” means, with
respect to any Note, the principal of such Note that is to be prepaid pursuant
to Section 8.2 or has become or is declared to be immediately due and
payable pursuant to Section 12.1, as the context
requires.

    


    “Discounted
Value” means, with respect
to the Called Principal of any Note, the amount obtained by discounting all
Remaining Scheduled Payments with respect to such Called Principal from their
respective scheduled due dates to the Settlement Date with respect to such
Called Principal, in accordance with accepted financial practice and at a
discount factor (applied on the same periodic basis as that on which interest on
the Notes is payable) equal to the Reinvestment Yield with respect to such
Called Principal.

    


    “Reinvestment
Yield” means, with respect
to the Called Principal of any Note, .50% over the yield to maturity implied by
(i) the yields reported as of 10:00 a.m. (New York City time) on the second
Business Day preceding the Settlement Date with respect to such Called
Principal, on the display designated as “Page PX1” (or such other display as may
replace Page PX1) on Bloomberg Financial Markets for the most recently issued
actively traded on the run U.S. Treasury securities having a maturity equal to
the Remaining Average Life of such Called Principal as of such Settlement Date,
or (ii) if such yields are not
reported as of such time or the yields reported as of such time are not
ascertainable (including by way of interpolation), the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (or any comparable successor publication) for actively traded on the run
U.S. Treasury securities having a constant maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement
Date.

    


    In the case of each determination under
clause (i) or clause (ii), as the case may be, of the preceding
paragraph, such implied yield will be determined, if necessary, by
(a) converting U.S. Treasury bill quotations to bond equivalent yields in
accordance with accepted financial practice and (b) interpolating linearly
between (1) the applicable actively traded on the run U.S. Treasury
security with the maturity closest to and greater than such Remaining Average
Life and (2) the applicable actively traded on the run U.S. Treasury
security with the maturity closest to and less than such Remaining Average
Life.  The Reinvestment Yield shall be rounded to the number of
decimal places as appears in the interest rate of the applicable
Note.

    


    “Remaining Average
Life” means, with respect
to any Called Principal, the number of years (calculated to the nearest
one-twelfth year) obtained by dividing (i) such Called Principal into
(ii) the sum of the products obtained by multiplying (a) the principal
component of each Remaining Scheduled Payment with respect to such Called
Principal by (b) the number of years (calculated to the nearest one-twelfth
year) that will elapse between the Settlement Date with respect to such Called
Principal and the scheduled due date of such Remaining Scheduled
Payment.

    


    “Remaining
Scheduled Payments” means,
with respect to the Called Principal of any Note, all payments of such Called
Principal and interest thereon that would be due after the Settlement Date with
respect to such Called Principal if no payment of such Called Principal were
made prior to its scheduled due date, provided that if such Settlement Date is
not a date on which interest payments are due to be made under the terms of the
Notes, then the amount of the next succeeding scheduled interest payment will be
reduced by the amount of interest accrued to such Settlement Date and required to be
paid on such Settlement Date pursuant to Section 8.2 or
Section 12.1.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

    


    “Settlement
Date” means, with respect
to the Called Principal of any Note, the date on which such Called Principal is
to be prepaid pursuant to Section 8.2 or has become or is declared to be
immediately due and payable pursuant to Section 12.1, as the context
requires.

    


    
      9. AFFIRMATIVE
COVENANTS.

    

    


    The Company covenants that so long as
any of the Notes are outstanding:

    


    9.1.    
Compliance
with Law.

    


    Without limiting Section 10.7, the
Company will, and will cause each of its Subsidiaries to, comply with all laws,
ordinances or governmental rules or regulations to which each of them is
subject, including, without limitation, ERISA, the USA Patriot Act and
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or regulations
or failures to obtain or maintain in effect such licenses, certificates,
permits, franchises and other governmental authorizations would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

    


    9.2.    
Insurance.

    


    The Company will, and will cause each
of its Restricted Subsidiaries to, maintain, with financially sound and
reputable insurers, insurance with respect to their respective properties and
businesses against such casualties and contingencies, of such types, on such
terms and in such amounts (including deductibles, co-insurance and
self-insurance, if adequate reserves are maintained with respect thereto) as is
customary in the case of entities of established reputations engaged in the same
or a similar business and similarly situated except for any non-maintenance that
would not reasonably be expected to have a Material Adverse
Effect.

    


    9.3.    
Maintenance
of Properties.

    


    The Company will, and will cause each
of its Restricted Subsidiaries to, maintain and keep, or cause to be maintained
and kept, their respective properties in good repair, working order and
condition (other than ordinary wear and tear), so that the business carried on
in connection therewith may be conducted in the ordinary course at all times,
provided that this Section shall not prevent
the Company or any Restricted Subsidiary from discontinuing the operation and
the maintenance of or disposing of any of its properties if such discontinuance
or disposal is desirable in the conduct of its business and the Company has
concluded that such discontinuance or disposal would not, individually or in the
aggregate, (i) reasonably be expected to have a Material Adverse Effect or (ii)
would not violate the limitations set forth in Sections 10.4 and 10.5
hereof.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

    


    9.4.    
Payment
of Taxes and Claims.

    


    The Company will, and will cause each
of its Subsidiaries to, file all tax returns required to be filed in any
jurisdiction and to pay and discharge all taxes shown to be due and payable on
such returns and all other taxes, assessments, governmental charges, or levies
imposed on them or any of their properties, assets, income or franchises, to the
extent such taxes and assessments have become due and payable and before they
have become delinquent and all claims for which sums have become due and payable
that have or might become a Lien on properties or assets of the Company or any
Subsidiary not permitted by Section 10.3, provided that neither the Company nor any
Subsidiary need pay any such tax or assessment or claims if (i) the amount,
applicability or validity thereof is contested by the Company or such Subsidiary
on a timely basis in good faith and in appropriate proceedings, and the Company
or a Subsidiary has established adequate reserves therefor in accordance with
GAAP on the books of the Company or such Subsidiary or (ii) the non-filing
or nonpayment, as the case may be, of any such taxes and assessments in the
aggregate would not reasonably be expected to have a Material Adverse
Effect.

    


    9.5.    
Corporate
Existence, Etc.

    


    Subject to Sections 10.4 and 10.5, the Company will at all
times preserve and keep in full force and effect its corporate existence, and
will at all times preserve and keep in full force and effect the corporate
existence of each of its Restricted Subsidiaries (unless merged into the Company
or a Restricted Subsidiary) and all rights and franchises of the Company and its
Restricted Subsidiaries unless, in the good faith judgment of the Company, the
termination of or failure to preserve and keep in full force and effect such
corporate existence, right or franchise would not, individually or in the
aggregate, have a Material Adverse Effect.

    


    9.6.    
Designation
of Subsidiaries.

    


    The Company may from time to time cause
any Subsidiary (other than a Subsidiary Guarantor) to be designated as an
Unrestricted Subsidiary or any Unrestricted Subsidiary to be designated a
Restricted Subsidiary; provided,
however, that at the time
of such designation and immediately after giving effect thereto, (a) no Default
or Event of Default would exist under the terms of this Agreement, and (b) the
Company and its Restricted Subsidiaries would be in compliance with all of the
covenants set forth in this Section 9 and Section 10 if tested on the date of
such action and provided,
further, that once a
Subsidiary has been designated an Unrestricted Subsidiary, it shall not
thereafter be redesignated as a Restricted Subsidiary on more than one occasion
and once a Subsidiary has been designated a Restricted Subsidiary, it shall not
thereafter be redesignated as an Unrestricted Subsidiary on more than one
occasion, except with the prior written consent of the holders of Notes, not to
be unreasonable withheld.  Within ten (10) days following any
designation described above, the Company will deliver to you a notice of such
designation accompanied by a certificate signed by a Senior Financial Officer of
the Company certifying compliance with all requirements of this Section 9.6 and
setting forth all information required in order to establish such
compliance.

    


    9.7.    
Notes
to Rank Pari Passu.

    


    The Notes and all other obligations
under this Agreement of the Company are and at all times shall remain direct and
unsecured obligations of the Company ranking pari
passu as against the
assets of the Company with all other Notes from time to time issued and
outstanding hereunder without any preference among themselves and pari
passu with all Debt
outstanding under the Bank
Credit Agreement and all other present and future unsecured Debt (actual or
contingent) of the Company which is not expressed to be subordinate or junior in
rank to any other unsecured Debt of the Company.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

    


    9.8.    
Subsidiary
Guarantors.

    


    The Company will cause any Subsidiary
which is required by the terms of the Bank Credit Agreement to become obligated
for, or otherwise guarantee, Debt of the Company in respect of the Bank Credit
Agreement, to deliver to each of the holders of the Notes (concurrently with the
incurrence of any such obligation) the following items:

    


    (a)    
a duly executed Subsidiary
Guaranty in scope, form and substance satisfactory to the Required
Holders;

    


    (b)    
a certificate signed by an
authorized Responsible Officer of the Company making representations and
warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7,
with respect to such Subsidiary and the Subsidiary Guaranty, as applicable;
and

    


    (c)    
an opinion of counsel (who
may be in-house counsel for the Company) addressed to each of the holders of the
Notes satisfactory to the Required Holders, to the effect that the Subsidiary
Guaranty by such Person has been duly authorized, executed and delivered and
that the Subsidiary Guaranty constitutes the legal, valid and binding contract
and agreement of such Person enforceable in accordance with its terms, except as
an enforcement of such terms may be limited by bankruptcy, insolvency,
fraudulent conveyance and similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles.

    


    9.9.    
Books
and Records.

    


    The Company will, and will cause each
of its Restricted Subsidiaries to, maintain proper books of record and account
in conformity with GAAP (or with respect to any Restricted Subsidiary organized
and operating in a jurisdiction other than the United States of America, in
conformity to such jurisdiction’s generally accepted accounting principles) and
all applicable requirements of any Governmental Authority having legal or
regulatory jurisdiction over the Company or such Restricted Subsidiary, as the
case may be.

    


    10.  NEGATIVE
COVENANTS.

    


    The Company covenants that so long as
any of the Notes are outstanding:

    


    10.1.    
Consolidated
Debt to Consolidated EBITDA.

    


    The Company will not at any time permit
the ratio of Consolidated Debt to Consolidated EBITDA (Consolidated EBITDA to be
calculated as at the end of each fiscal quarter for the four consecutive fiscal
quarters then ended) to exceed 3.50 to 1.00; provided, however,
that the ratio of
Consolidated Debt to Consolidated EBITDA may exceed 3.5 to 1.00 at any time
during a Transition Period if such ratio of Consolidated Debt to Consolidated
EBITDA exceeded 3.5 to 1.00 as a direct result of the Company or any Restricted
Subsidiary creating, assuming, incurring, guaranteeing or otherwise becoming
liable in respect of Acquisition Debt so long as the ratio of Consolidated Debt to Consolidated
EBITDA at all times during any Transition Period shall not exceed 4.0 to
1.00.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    10.2.    
Priority
Debt.

    


    The Company will not at any time permit
the aggregate amount of all Priority Debt to exceed 20% of Consolidated Net
Worth (Consolidated Net Worth to be determined as of the end of the then most
recently ended fiscal quarter of the Company).

    


    10.3.    
Limitation
on Liens.

    


    The Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly create,
incur, assume or permit to exist (upon the happening of a contingency or
otherwise) any Lien on or with respect to any property or asset (including,
without limitation, any document or instrument in respect of goods or accounts
receivable) of the Company or any such Restricted Subsidiary, whether now owned
or held or hereafter acquired, or any income or profits therefrom, or assign or
otherwise convey any right to receive income or profits (unless it makes, or
causes to be made, effective provision whereby the Notes will be equally and
ratably secured with any and all other obligations thereby secured, such
security to be pursuant to an agreement reasonably satisfactory to the Required
Holders and, in any such case, the Notes shall have the benefit, to the fullest
extent that, and with such priority as, the holders of the Notes may be entitled
under applicable law, of an equitable Lien on such property),
except:

    


    (a)    
Liens for taxes,
assessments or other governmental charges that are not yet due and payable or
the payment of which is not at the time required by
Section 9.4;

    


    (b)    
any attachment or judgment
Lien, unless the judgment it secures shall not, within 60 days after the entry
thereof, have been discharged or execution thereof stayed pending appeal, or
shall not have been discharged within 60 days after the expiration of any such
stay;

    


    (c)    
Liens incidental to the
conduct of business or the ownership of properties and assets (including
landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s and other
similar Liens for sums not yet due and payable) and Liens to secure the
performance of bids, tenders, leases, or trade contracts, or to secure statutory
obligations (including obligations under workers compensation, unemployment
insurance and other social security legislation), surety or appeal bonds or
other Liens incurred in the ordinary course of business and not in connection
with the borrowing of money;

    


    (d)    
leases or subleases
granted to others, easements, rights-of-way, restrictions and other similar
charges or encumbrances, in each case incidental to the ownership of property or
assets or the ordinary conduct of the business of the Company or any of its
Restricted Subsidiaries, or Liens incidental to minor survey exceptions and the
like, provided that such Liens do not, in the
aggregate, materially detract from the value of such
property;

    


    (e)    
Liens securing Debt of a
Restricted Subsidiary to the Company or to a Restricted
Subsidiary;


    
      
         


      

      
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    (f)    
Liens existing as of the
Closing Date and reflected in Schedule 10.3;

    


    (g)    
Liens incurred after the
Closing Date given to secure the payment of the purchase price incurred in
connection with the acquisition, construction or improvement of property (other
than accounts receivable or inventory) useful and intended to be used in
carrying on the business of the Company or a Restricted Subsidiary, including
Liens existing on such property at the time of acquisition or construction
thereof or Liens incurred within 365 days of such acquisition or completion of
such construction or improvement, provided
that (i) the Lien
shall attach solely to the property acquired, purchased, constructed or
improved; (ii) at the time of acquisition, construction or improvement of
such property (or, in the case of any Lien incurred within three hundred
sixty-five (365) days of such acquisition or completion of such construction or
improvement, at the time of the incurrence of the Debt secured by such Lien),
the aggregate amount remaining unpaid on all Debt secured by Liens on such
property, whether or not assumed by the Company or a Restricted Subsidiary,
shall not exceed the lesser of (y) the cost of such acquisition,
construction or improvement or (z) the Fair Market Value of such property
(as determined in good faith by one or more officers of the Company to whom
authority to enter into the transaction has been delegated by the board of
directors of the Company); and (iii) at the time of such incurrence and
after giving effect thereto, no Default or Event of Default would
exist;

    


    (h)    
any Lien existing on
property of a Person immediately prior to its being consolidated with or merged
into the Company or a Restricted Subsidiary or its becoming a Restricted
Subsidiary (other than pursuant to Section 9.6), or any Lien existing on any
property acquired by the Company or any Restricted Subsidiary at the time such
property is so acquired (whether or not the Debt secured thereby shall have been
assumed), provided that (i) no such Lien shall have
been created or assumed in contemplation of such consolidation or merger or such
Person’s becoming a Restricted Subsidiary or such acquisition of property,
(ii) each such Lien shall extend solely to the item or items of property so
acquired and, if required by the terms of the instrument originally creating
such Lien, other property which is an improvement to or is acquired for specific
use in connection with such acquired property, and (iii) at the time of
such incurrence and after giving effect thereto, no Default or Event of Default
would exist;

    


    (i)    
any extensions, renewals
or replacements of any Lien permitted by the preceding subparagraphs (f), (g)
and (h) of this Section 10.3, provided
that (i) no
additional property shall be encumbered by such Liens, (ii) the unpaid
principal amount of the Debt or other obligations secured thereby shall not be
increased on or after the date of any extension, renewal or replacement, and
(iii) at such time and immediately after giving effect thereto, no Default
or Event of Default shall have occurred and be continuing;
or

    


    (j)    
Liens securing Priority
Debt of the Company or any Restricted Subsidiary, provided that the aggregate principal amount of
any such Priority Debt shall be permitted by Section 10.2; provided that, notwithstanding the foregoing, the
Company and its Restricted Subsidiaries will not secure Debt outstanding under
or pursuant to any Principal Credit Facility pursuant to this clause (j) unless
the Debt evidenced by the Notes is equally and ratably secured with the Debt
under such Principal Credit Facility pursuant to documentation reasonably
acceptable to the Required Holders.


    
      
         


      

      
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    (k)    
Sales
of Assets.

    


    The Company will not, and will not
permit any Restricted Subsidiary to, sell, lease or otherwise dispose of any
substantial part (as defined below) of the assets of the Company and its
Restricted Subsidiaries; provided,
however, that the Company
or any Restricted Subsidiary may sell, lease or otherwise dispose of assets
constituting a substantial part of the assets of the Company and its Restricted
Subsidiaries if such assets are sold in an arms length transaction and, at such
time and after giving effect thereto, no Default or Event of Default shall have
occurred and be continuing and an amount equal to the net proceeds received from
such sale, lease or other disposition (but only with respect to that portion of
such assets that exceeds the definition of “substantial part” set forth below)
shall be used within 365 days of such sale, lease or disposition, in any
combination:

    


    (1)    
to acquire operating
assets used or useful in carrying on the business of the Company and its
Restricted Subsidiaries and having a value at least equal to the value of such
assets sold, leased or otherwise disposed of; and/or

    


    (2)    
to prepay or retire Senior
Debt of the Company and/or its Restricted Subsidiaries, provided that (i) the Company shall offer to
prepay each outstanding Note in a principal amount which equals the Ratable
Portion for such Note, and (ii) any such prepayment of the Notes shall be
made at par, together with accrued interest thereon to the date of such
prepayment, but without the payment of the Make-Whole Amount, if
any.  Any offer of prepayment of the Notes pursuant to this
Section 10.4 shall be given to each holder of the Notes by written notice
that shall be delivered not less than fifteen (15) days and not more than sixty
(60) days prior to the proposed prepayment date.  Each such notice
shall state that it is given pursuant to this Section and that the offer set
forth in such notice must be accepted by such holder in writing and shall also
set forth (i) the prepayment date, (ii) a description of the
circumstances which give rise to the proposed prepayment and (iii) a
calculation of the Ratable Portion for such holder’s Notes.  Each
holder of the Notes which desires to have its Notes prepaid shall notify the
Company in writing delivered not less than five (5) Business Days prior to the
proposed prepayment date of its acceptance of such offer of
prepayment.  The Company shall prepay on the prepayment date the
Ratable Portion of Notes held by each holder that has accepted such offer,
together with accrued interest thereon.

    


    As used in this Section 10.4, a
sale, lease or other disposition of assets shall be deemed to be a “substantial
part” of the assets of the
Company and its Restricted Subsidiaries if the book value of such assets, when
added to the book value of all other assets sold, leased or otherwise disposed
of by the Company and its Restricted Subsidiaries during the period beginning on
the first day of the 12th complete calendar month preceding the
date of such sale, lease or other disposition and ending on such date, exceeds
10% of the book value of Consolidated Total Assets, determined as of the end of
the fiscal quarter immediately preceding such sale, lease or other disposition;
provided that there shall be excluded from any
determination of a “substantial part” any (i) sale or disposition of assets
in the ordinary course of business of the Company and its Restricted Subsidiaries,
(ii) any transfer of assets from the Company to any  Restricted
Subsidiary or from any Restricted Subsidiary to the Company or
a  Restricted Subsidiary and (iii) any sale or transfer of property
acquired by the Company or any Restricted Subsidiary after the date of this
Agreement to any Person within 365 days following the acquisition or
construction of such property by the Company or any Restricted Subsidiary if the
Company or a Restricted Subsidiary shall concurrently with such sale or
transfer, lease such property, as lessee.


    
      
         


      

      
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    10.4.    
Merger
and Consolidation.

    


    The Company will not, and will not
permit any of its Restricted Subsidiaries to, consolidate with or merge with any
other Person or convey, transfer or lease substantially all of its assets in a
single transaction or series of transactions to any Person; provided that:

    


    (1)    
any Restricted Subsidiary
of the Company may (x) consolidate with or merge with, or convey, transfer
or lease substantially all of its assets in a single transaction or series of
transactions to, (i) the Company or a Restricted Subsidiary so long as in any
merger or consolidation involving the Company, the Company shall be the
surviving or continuing corporation or (ii) any other Person so long as the
survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all
of its assets in compliance with the provisions of Section 10.4;
and

    


    (2)    
the foregoing restriction
does not apply to the consolidation or merger of the Company with, or the
conveyance, transfer or lease of substantially all of the assets of the Company
in a single transaction or series of transactions to, any Person so long
as:

    


    (a)    
the successor formed by
such consolidation or the survivor of such merger or the Person that acquires by
conveyance, transfer or lease substantially all of the assets of the Company as
an entirety, as the case may be (the “Successor
Corporation”), shall be a
solvent entity organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia;

    


    (b)    
if the Company is not the
Successor Corporation, such Successor Corporation shall have executed and
delivered to each holder of Notes its assumption of the due and punctual
performance and observance of each covenant and condition of this Agreement and
the Notes (pursuant to such agreements and instruments as shall be reasonably
satisfactory to the Required Holders), and the Successor Corporation shall have
caused to be delivered to each holder of Notes (A) an opinion of nationally
recognized independent counsel, to the effect that all agreements or instruments
effecting such assumption are enforceable in accordance with their terms and
(B) an acknowledgment from each Subsidiary Guarantor that the Subsidiary
Guaranty continues in full force and effect; and

    


    (c)    
immediately after giving
effect to such transaction no Default or Event of Default would
exist.


    
      
         


      

      
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    10.5.    
Transactions
with Affiliates.

    


    The Company will not and will not
permit any Restricted Subsidiary to enter into directly or indirectly any
Material transaction or Material group of related transactions (including
without limitation the purchase, lease, sale or exchange of properties of any
kind or the rendering of any service) with any Affiliate (other than the Company
or another Restricted Subsidiary), except in the ordinary course and upon fair
and reasonable terms that are not materially less favorable to the Company or
such Restricted Subsidiary, taken as a whole, than would be obtainable in a
comparable arm’s-length transaction with a Person not an
Affiliate.

     

    10.6.     Terrorism Sanctions Regulations.

     

    The Company will not and will not
permit any Subsidiary to engage in any actions or inactions that will permit or
cause the Company or any Subsidiary to (a) become a Person described or
designated in the Specially Designated Nationals and Blocked Persons List of the
Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism
Order or (b) knowingly engage in any dealings or transactions with any such
Person.

     

    10.7.     Line
of Business.

     

    The Company will not and will not
permit any Restricted Subsidiary to engage in any business if, as a result, the
general nature of the business in which the Company and its Restricted
Subsidiaries, taken as a whole, would then be engaged would be substantially
changed from the general nature of the business in which the Company and its
Restricted Subsidiaries, taken as a whole, are engaged on the date of this
Agreement.

     

    10.8.     Restricted
Subsidiary Group.

     

    The Company will not at any time permit
Consolidated Total Assets to be less than 80% of the total amount of
consolidated total assets of the Company and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP as of the end of the then most
recently ended fiscal quarter.

     

    
      	
            	
              11.

            	
              EVENTS OF
      DEFAULT.

            


    

     

    An “Event of
Default” shall exist if
any of the following conditions or events shall occur and be
continuing:

     

    (a)    
the Company defaults in the
payment of any principal or Make-Whole Amount, if any, on any Note when the same
becomes due and payable, whether at maturity or at a date fixed for prepayment
or by declaration or otherwise; or

     

    (b)    
the Company defaults in the
payment of any interest on any Note for more than five Business Days after the
same becomes due and payable; or

     

    (c)    
the Company defaults in the
performance of or compliance with any term contained in Section 10 or any
Subsidiary Guarantor defaults in the performance of or compliance with any term
of the Subsidiary Guaranty, beyond any period of grace or cure period provided
with respect thereto; or


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

    


    (d)    
the Company defaults in the
performance of or compliance with any term contained herein (other than those
referred to in paragraphs (a), (b) and (c) of this Section 11) and such
default is not remedied within 30 days after the earlier of (i) a
Responsible Officer obtaining actual knowledge of such default or (ii) the
Company receiving written notice of such default from any holder of a Note (any
such written notice to be identified as a “notice of default” and to refer
specifically to this paragraph (d) of Section 11); or

     

    (e)    
any Subsidiary Guaranty ceases to
be a legally valid, binding and enforceable obligation or contract of a
Subsidiary Guarantor, or any Subsidiary Guarantor or any party by, through or on
account of any such Person, challenges the validity, binding nature or
enforceability of any such Subsidiary Guaranty; or

     

    (f)    
any representation or warranty
made in writing by or on behalf of the Company or Subsidiary Guarantor in this
Agreement or any Subsidiary Guaranty or by any officer of the Company or any
Subsidiary Guarantor in any writing furnished in connection with the
transactions contemplated hereby or by any Subsidiary Guaranty proves to have
been false or incorrect in any material respect on the date as of which made;
or

     

    (g)    
(i) the Company, any
Material Subsidiary or any Subsidiary Guarantor is in default (as principal or
as guarantor or other surety) in the payment of any principal of or premium or
make-whole amount or interest (in the payment amount of at least $100,000) on
any Debt other than the Notes that is outstanding in an aggregate principal
amount of at least $25,000,000 beyond any period of grace provided with respect
thereto, or (ii) the Company, any Material Subsidiary or any Subsidiary
Guarantor is in default in the performance of or compliance with any term of any
instrument, mortgage, indenture or other agreement relating to any Debt other
than the Notes in an aggregate principal amount of at least $25,000,000 or any
other condition exists, and as a consequence of such default or condition such
Debt has become, or has been declared, due and payable, or (iii) as a
consequence of the occurrence or continuation of any event or condition (other
than the passage of time or the right of the holder of Debt to convert such Debt
into equity interests), the Company, any Material Subsidiary or any Subsidiary
Guarantor has become obligated to purchase or repay Debt other than the Notes
before its regular maturity or before its regularly scheduled dates of payment
in an aggregate outstanding principal amount of at least $25,000,000;
or

     

    (h)    
the Company, any Material
Subsidiary or any Subsidiary Guarantor (i) is generally not paying, or
admits in writing its inability to pay, its debts as they become due,
(ii) files, or consents by answer or otherwise to the filing against it of,
a petition for relief or reorganization or arrangement or any other petition in
bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction,
(iii) makes an assignment for the benefit of its creditors,
(iv) consents to the appointment of a custodian, receiver, trustee or other
officer with similar powers with respect to it or with respect to any
substantial part of its property, (v) is adjudicated as insolvent or to be
liquidated, or (vi) takes corporate action for the purpose of any of the
foregoing; or


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

    


    (i)    
a court or other Governmental
Authority of competent jurisdiction enters an order appointing, without consent
by the Company, any of its Material Subsidiaries or any Subsidiary Guarantor, a
custodian, receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of its property, or constituting
an order for relief or approving a petition for relief or reorganization or any
other petition in bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution,
winding-up or liquidation of the Company, any of its Material Subsidiaries or
any Subsidiary Guarantor, or any such petition shall be filed against the
Company, any of its Material Subsidiaries or any Subsidiary Guarantor and such
petition shall not be dismissed within 60 days; or

     

    (j)    
a final judgment or judgments at
any one time outstanding for the payment of money aggregating in excess of
$25,000,000 are rendered against one or more of the Company, any of its Material
Subsidiaries or any Subsidiary Guarantor and which judgments are not, within 60
days after entry thereof, bonded, discharged or stayed pending appeal, or are
not discharged within 60 days after the expiration of such stay;
or

     

    (k)    
if (i) any Plan shall fail
to satisfy the minimum funding standards of ERISA or the Code for any plan year
or part thereof or a waiver of such standards or extension of any amortization
period is sought or granted under Section 412 of the Code, (ii) a
notice of intent to terminate any Plan shall have been or is reasonably expected
to be filed with the PBGC or the PBGC shall have instituted proceedings under
Section 4042 of ERISA to terminate or appoint a trustee to administer any
Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a
Plan may become a subject of any such proceedings, (iii) the aggregate
“amount of unfunded benefit liabilities” (within the meaning of
Section 4001(a)(18) of ERISA) under all Plans, determined in accordance
with Title IV of ERISA, shall exceed $25,000,000, (iv) the Company or
any ERISA Affiliate shall have incurred or is reasonably expected to incur any
liability pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans, (v) the Company
or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the
Company or any Subsidiary establishes or amends any employee welfare benefit
plan that provides post-employment welfare benefits in a manner that could
increase the liability of the Company or any Subsidiary thereunder; and any such
event or events described in clauses (i) through (vi) above, either individually
or together with any other such event or events, could reasonably be expected to
have a Material Adverse Effect.

     

    As used in Section 11(k), the
terms “employee benefit
plan” and “employee welfare
benefit plan” shall have
the respective meanings assigned to such terms in Section 3 of
ERISA.

     

    
      	
            	
              12.  

            	
              REMEDIES ON DEFAULT,
      ETC.

            


    

     

    12.1.    
Acceleration.

     

    (a)    
If an Event of Default
with respect to the Company described in paragraph (h) or (i) of Section 11
(other than an Event of Default described in clause (i) of paragraph (h) or
described in clause (vi) of paragraph (h) by virtue of the fact that such clause
encompasses clause (i) of paragraph (h)) has occurred, all Notes then
outstanding shall automatically become immediately due and
payable.


    
      
         


      

      
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    (b)    
If any other Event of
Default has occurred and is continuing, any holder or holders of more than 50%
in aggregate principal amount of the Notes at the time outstanding may at any
time at its or their option, by notice or notices to the Company, declare all
Notes then outstanding to be immediately due and payable.

     

    (c)    
If any Event of Default described
in paragraph (a) or (b) of Section 11 has occurred and is continuing with
respect to any Notes, any holder or holders of Notes at the time outstanding
affected by such Event of Default may at any time, at its or their option, by
notice or notices to the Company, declare all the Notes held by such holder or
holders to be immediately due and payable.

     

    Upon any Note’s becoming due and
payable under this Section 12.1, whether automatically or by declaration,
such Note will forthwith mature and the entire unpaid principal amount of such
Note, plus (i) all accrued and unpaid interest thereon (including, but not
limited to, interest accrued thereon at the Default Rate) and (ii) the
Make-Whole Amount, if any, determined in respect of such principal amount (to
the full extent permitted by applicable law), shall all be immediately due and
payable, in each and every case without presentment, demand, protest or further
notice, all of which are hereby waived.  The Company acknowledges, and
the parties hereto agree, that each holder of a Note has the right to maintain
its investment in the Notes free from repayment by the Company (except as herein
specifically provided for) and that the provision for payment of the Make-Whole
Amount by the Company in the event that the Notes are prepaid or are accelerated
as a result of an Event of Default, is intended to provide compensation for the
deprivation of such right under such circumstances.

     

    12.2.     Other
Remedies.

     

    If any Default or Event of Default has
occurred and is continuing, and irrespective of whether any Notes have become or
have been declared immediately due and payable under Section 12.1, the
holder of any Note at the time outstanding may proceed to protect and enforce
the rights of such holder by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement
contained herein or in any Note, or for an injunction against a violation of any
of the terms hereof or thereof, or in aid of the exercise of any power granted
hereby or thereby or by law or otherwise.

     

    12.3.     Rescission.

     

    At any time after the Notes have been
declared due and payable pursuant to clause (b) or (c) of
Section 12.1, the holders of not less than 51% in aggregate principal
amount of the Notes then outstanding, by written notice to the Company, may
rescind and annul any such declaration and its consequences if (a) the
Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid
other than by reason of such declaration, and all interest on such overdue
principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) neither the Company nor any other Person shall have paid any
amounts which have become due solely by reason of such declaration, (c) all
Events of Default and Defaults, other than non-payment of amounts that have
become due solely by reason of such declaration, have been cured or have been
waived pursuant to Section 17, and (d) no judgment or decree has been
entered for the payment of any monies due pursuant hereto or to any
Notes.  No rescission and annulment under this
Section 12.3 will extend to or affect any subsequent Event of Default or
Default or impair any right consequent thereon.


    
      
         


      

      
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    12.4.    
No
Waivers or Election of Remedies, Expenses, Etc.

     

    No course of dealing and no delay on
the part of any holder of any Note in exercising any right, power or remedy
shall operate as a waiver thereof or otherwise prejudice such holder’s rights,
powers or remedies.  No right, power or remedy conferred by this
Agreement or by any Note upon any holder thereof shall be exclusive of any other
right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise.  Without
limiting the obligations of the Company under Section 15, in the event the
Company fails to pay upon demand as required under this Section 12, the
Company will pay to the holder of each Note on demand such further amount as
shall be sufficient to cover all costs and expenses of such holder incurred in
any enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys’ fees, expenses and
disbursements.

     

    
      	
            	
              13.  

            	
              REGISTRATION; EXCHANGE;
      SUBSTITUTION OF NOTES.

            


    

     

    13.1.    
Registration
of Notes.

     

    The Company shall keep at its principal
executive office a register for the registration and registration of transfers
of Notes.  The name and address of each holder of one or more Notes,
each transfer thereof and the name and address of each transferee of one or more
Notes shall be registered in such register.  Prior to due presentment
for registration of transfer, the Person in whose name any Note shall be
registered shall be deemed and treated as the owner and holder thereof for all
purposes hereof, and the Company shall not be affected by any notice or
knowledge to the contrary.  The Company shall give to any holder of a
Note that is an Institutional Investor promptly upon request therefor, a
complete and correct copy of the names and addresses of all registered holders
of Notes.

     

    13.2.     Transfer
and Exchange of Notes.

     

    Upon surrender of any Note to the
Company at the address and to the attention of the designated officer (all as
specified in Section 18(iii)), for registration of transfer or exchange
(and in the case of a surrender for registration of transfer accompanied by a
written instrument of transfer duly executed by the registered holder of such
Note or such holder’s attorney duly authorized in writing and accompanied by the
relevant name, address and other information for notices of each transferee of
such Note or part thereof), within ten Business Days thereafter, the Company
shall execute and deliver, at the Company’s expense (except as provided below),
one or more new Notes (as requested by the holder thereof) in exchange therefor,
in an aggregate principal amount equal to the unpaid principal amount of the
surrendered Note.  Each such new Note shall be payable to such Person
as such holder may request in accordance with this Agreement, and shall be
substantially in the form of the Note originally issued
hereunder.  Each such new Note shall be dated and bear interest from
the date to which interest shall have been paid on the surrendered Note or dated
the date of the surrendered Note if no interest shall have been paid
thereon.  The Company may require payment of a sum sufficient to cover
any stamp tax or governmental charge imposed in respect of any such transfer of
Notes.  Notes shall not be transferred in denominations of less than
$100,000, provided that if necessary to enable the
registration of transfer by a holder of its entire holding of Notes, one Note
may be in a denomination
of less than $100,000.  Any transferee, by its acceptance of a Note
registered in its name (or the name of its nominee), shall be deemed to have
made the representation set forth in Section 6.3, provided, that in lieu thereof such holder may
(in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by
any holder of any Note will not constitute a non-exempt prohibited transaction
under section 406(a) of ERISA.


    
      
         


      

      
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    The Notes have not been registered
under the Securities Act or under the securities laws of any state and may not
be transferred or resold unless registered under the Securities Act and all
applicable state securities laws or unless an exemption from the requirement for
such registration is available.

     

    13.3.     Replacement
of Notes.

     

    Upon receipt by the Company at the
address and to the attention of the designated officer (all as specified in
Section 18(iii)) of evidence reasonably satisfactory to it of the ownership
of and the loss, theft, destruction or mutilation of any Note (which evidence
shall be, in the case of an Institutional Investor, notice from such
Institutional Investor of such ownership and such loss, theft, destruction or
mutilation), and

     

    (a)    
in the case of loss, theft
or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or
is a nominee for, an original Purchaser or another holder of a Note with a
minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer,
such Person’s own unsecured agreement of indemnity shall be deemed to be
satisfactory), or

     

    (b)    
in the case of mutilation,
upon surrender and cancellation thereof,

     

    the Company at its own expense shall
execute and deliver not more than five Business Days following satisfaction of
such conditions, in lieu thereof, a new Note, dated and bearing interest from
the date to which interest shall have been paid on such lost, stolen, destroyed
or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated
Note if no interest shall have been paid thereon.

     

    
      	
            	
              14.  

            	
              PAYMENTS ON
      NOTES.

            


    

     

    14.1. Place
of Payment.

     

    Subject to Section 14.2, payments of
principal, Make-Whole Amount, if any, and interest becoming due and payable on
the Notes shall be made in New York, New York at the principal office of Bank of
America, N.A. in such jurisdiction. The Company may at any time, by notice to
each holder of a Note, change the place of payment of the Notes so long as such
place of payment shall be either the principal office of the Company in such
jurisdiction or the principal office of a bank or trust company in such
jurisdiction.


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    14.2.     Home
Office Payment.

     

    So long as any Purchaser or such
Purchaser’s nominee shall be the holder of any Note, and notwithstanding
anything contained in Section 14.1 or in such Note to the contrary,
the Company will pay all
sums becoming due on such Note for principal, Make-Whole Amount, if any, and
interest by the method and at the address specified for such purpose for such
Purchaser on Schedule A hereto, or by such other method or at such other
address as such Purchaser shall have from time to time specified to the Company
in writing for such purpose, without the presentation or surrender of such Note
or the making of any notation thereon, except that upon written request of the
Company made concurrently with or reasonably promptly after payment or
prepayment in full of any Note, such Purchaser shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1.  Prior to any sale or
other disposition of any Note held by any Purchaser or such Person’s nominee,
such Person will, at its election, either endorse thereon the amount of
principal paid thereon and the last date to which interest has been paid thereon
or surrender such Note to the Company in exchange for a new Note or Notes
pursuant to Section 13.2.  The Company will afford the benefits
of this Section 14.2 to any Institutional Investor that is the direct or
indirect transferee of any Note.

     

    
      	
            	
              15.  

            	
              EXPENSES,
      ETC.

            


    

     

    15.1.     Transaction
Expenses.

     

    Whether or not the transactions
contemplated hereby are consummated, the Company will pay all costs and expenses
(including reasonable attorneys’ fees of a special counsel for the Purchasers
and, if reasonably required by the Required Holders, local or other counsel)
reasonably incurred by each Purchaser and each other holder of a Note in
connection with such transactions and in connection with any amendments, waivers
or consents under or in respect of this Agreement or the Notes (whether or not
such amendment, waiver or consent becomes effective) for: (a) the costs and
expenses incurred in enforcing or defending (or determining whether or how to
enforce or defend) any rights under this Agreement or the Notes or in responding
to any subpoena or other legal process or informal investigative demand issued
in connection with this Agreement or the Notes, or by reason of being a holder
of any Note, and (b) the costs and expenses, including financial advisors’ fees,
incurred in connection with the insolvency or bankruptcy of the Company or any
Subsidiary or in connection with any work-out or restructuring of the
transactions contemplated hereby and by the Notes. The Company will pay, and
will save each Purchaser and each other holder of a Note harmless from, all
claims in respect of any fees, costs or expenses if any, of brokers and finders
(other than those, if any, retained by a Purchaser or other holder in connection
with its purchase of the Notes).

     

    15.2. Survival.

     

    The obligations of the Company under
this Section 15 will survive the payment or transfer of any Note, the
enforcement, amendment or waiver of any provision of this Agreement or the
Notes, and the termination of this Agreement.


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    
      	
            	
              16.  

            	
              SURVIVAL OF REPRESENTATIONS AND
      WARRANTIES; ENTIRE
AGREEMENT.

            


    

     

    All representations and warranties
contained herein or in any certificate or other instrument delivered by or on
behalf of the Company pursuant to this Agreement shall survive the execution and
delivery of this Agreement and the Notes, the purchase or transfer by any
Purchaser of any such Note or
portion thereof or interest therein and the payment of any Note and may be
relied upon by any subsequent holder of any such Note, regardless of any
investigation made at any time by or on behalf of any Purchaser or any other
holder of any such Note.  Subject to the preceding sentence, this
Agreement and the Notes embody the entire agreement and understanding between
the Purchasers and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.

     

    
      	
            	
              17.  

            	
              AMENDMENT AND
      WAIVER.

            


    

     

    17.1.    
Requirements.

     

    This Agreement and the Notes may be
amended, and the observance of any term hereof or of the Notes may be waived
(either retroactively or prospectively), with (and only with) the written
consent of the Company and the Required Holders, except that (a) no
amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 6 or 21
hereof, or any defined term, will be effective as to any holder of Notes unless
consented to by such holder of Notes in writing, and (b) no such amendment
or waiver may, without the written consent of all of the holders of Notes at the
time outstanding affected thereby, (A) subject to the provisions of
Section 12 relating to acceleration or rescission, change the amount or
time of any prepayment or payment of principal of, or reduce the rate or change
the time of payment or method of computation of interest (if such change results
in a decrease in the interest rate) or of the Make-Whole Amount, if any, on the
Notes, (B) change the percentage of the principal amount of the Notes the
holders of which are required to consent to any such amendment or waiver, or
(C) amend any of Sections 8, 11(a), 11(b), 12, 17 or
20.

     

    17.2.     Solicitation of
Holders of Notes.

     

    (a)    
Solicitation.  The Company will provide
each holder of the Notes (irrespective of the amount of Notes then owned by it)
with such information as requested, in advance of the date a decision is
required, to enable such holder to make an informed and considered decision with
respect to any proposed amendment, waiver or consent in respect of any of the
provisions hereof or of the Notes.  The Company will deliver executed
or true and correct copies of each amendment, waiver or consent effected
pursuant to the provisions of this Section 17 to each holder of outstanding
Notes promptly following the date on which it is executed and delivered by, or
receives the consent or approval of, the requisite holders of
Notes.

     

    (b)    
Payment.  The Company will not
directly or indirectly pay or cause to be paid any remuneration, whether by way
of supplemental or additional interest, fee or otherwise, or grant any security
or provide other credit support, to any holder of Notes as consideration for or
as an inducement to the entering into by any holder of Notes of any waiver or
amendment of any of the terms and provisions hereof unless such remuneration is
concurrently paid, or security is concurrently granted or other credit support
is concurrently provided, on the same terms, ratably to each holder of Notes
then outstanding even if such holder did not consent to such waiver or
amendment.

     

    (c)    
Consent in
Contemplation of Transfer.  Any consent made pursuant
to this Section 17 by a holder of Notes that has transferred or has agreed to
transfer its Notes to the Company, any Subsidiary or any Affiliate of the
Company and has provided or has


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

    


    (d)    
agreed to provide such written
consent as a condition to such transfer shall be void and of no force or effect
except solely as to such holder, and any amendments effected or waivers granted
or to be effected or granted that would not have been or would not be so
effected or granted but for such consent (and the consents of all other holders
of Notes that were acquired under the same or similar conditions) shall be void
and of no force or effect except solely as to such holder.

     

    17.3.    
Binding
Effect, Etc.

     

    Any amendment or waiver consented to as
provided in this Section 17 applies equally to all holders of Notes and is
binding upon them and upon each future holder of any Note and upon the Company
without regard to whether such Note has been marked to indicate such amendment
or waiver.  No such amendment or waiver will extend to or affect any
obligation, covenant, agreement, Default or Event of Default not expressly
amended or waived or impair any right consequent thereon.  No course
of dealing between the Company and the holder of any Note nor any delay in
exercising any rights hereunder or under any Note shall operate as a waiver of
any rights of any holder of such Note.  As used herein, the term “this
Agreement” and references thereto shall mean this Agreement as it may from time
to time be amended or supplemented.

     

    17.4.     Notes
Held by Company, Etc.

     

    Solely for the purpose of determining
whether the holders of the requisite percentage of the aggregate principal
amount of Notes then outstanding approved or consented to any amendment, waiver
or consent to be given under this Agreement or the Notes, or have directed the
taking of any action provided herein or in the Notes to be taken upon the
direction of the holders of a specified percentage of the aggregate principal
amount of Notes then outstanding, Notes directly or indirectly owned by the
Company or any of its Affiliates shall be deemed not to be
outstanding.

     

    
      	
            	
              18.  

            	
              NOTICES.

            


    

     

    All notices and communications provided
for hereunder shall be in writing and sent (a) by telecopy if the sender on
the same day sends a confirming copy of such notice by a recognized overnight
delivery service (charges prepaid), or (b) by a recognized overnight
delivery service (with charges prepaid).  Any such notice must be
sent:

     

    (i)    
if to a Purchaser or such
Purchaser’s nominee, to such Purchaser or such Purchaser’s nominee at the
address specified for such communications in Schedule A to this Agreement,
or at such other address as such Purchaser or such Purchaser’s nominee shall
have specified to the Company in writing pursuant to this
Section 18;

     

    (ii)    if to any other holder of any Note, to
such holder at such address as such other holder shall have specified to the
Company in writing pursuant to this Section 18, or

     

    (iii)   if to the Company, to the Company at
its address set forth at the beginning hereof to the attention of Chief
Financial Officer, with a copy to the


    
      
         


      

      
        36

        
          

        

      

      
         


      

    

    


    (iv)   General Counsel, or at such other
address as the Company shall have specified to the holder of each Note in
writing.

    


    Notices under this Section 18 will
be deemed given only when actually received.

    


    
      	
            	
              19.  

            	
              REPRODUCTION OF
      DOCUMENTS.

            


    

    


    This Agreement and all documents
relating thereto, including, without limitation, (a) consents, waivers and
modifications that may hereafter be executed, (b) documents received by any
Purchaser at the Closing (except the Notes themselves), and (c) financial
statements, certificates and other information previously or hereafter furnished
to any Purchaser, may be reproduced by such Purchaser by any photographic,
photostatic, electronic, digital, or other similar process and such Purchaser
may destroy any original document so reproduced.  The Company agrees
and stipulates that, to the extent permitted by applicable law, any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such Purchaser in the
regular course of business) and any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in
evidence.  This Section 19 shall not prohibit the Company or any
other holder of Notes from contesting any such reproduction to the same extent
that it could contest the original, or from challenging the accuracy of any such
reproduction.

     

    
      	
            	
              20.  

            	
              CONFIDENTIAL
      INFORMATION.

            


    

     

    For the purposes of this
Section 20, “Confidential
Information” means
information delivered to any Purchaser by or on behalf of the Company or any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified when received by such
Purchaser as being confidential information of the Company or such Subsidiary,
provided that such term does not include
information that (a) was publicly known or otherwise known to such
Purchaser prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by such Purchaser or any Person acting
on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser
other than through disclosure by the Company or any Subsidiary or
(d) constitutes financial statements delivered to such Purchaser under
Section 7.1 that are otherwise publicly available.  Each
Purchaser will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by such Purchaser in good faith to protect
confidential information of third parties delivered to such Purchaser,
provided that such Purchaser may deliver or
disclose Confidential Information to (i) such Purchaser’s directors,
trustees, officers, employees, agents, attorneys and affiliates (to the extent
such disclosure reasonably relates to the administration of the investment
represented by such Purchaser’s Notes), (ii) such Purchaser’s financial
advisors and other professional advisors who agree to hold confidential the
Confidential Information substantially in accordance with the terms of this
Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which such Purchaser sells or offers to sell such Note
or any part thereof or any participation therein (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20), (v) any Person from which such
Purchaser offers to purchase any security of the Company (if such Person has
agreed in writing prior to its receipt of such Confidential Information to be
bound by the provisions of this Section 20), (vi) any federal or state
regulatory authority having jurisdiction over such Purchaser, (vii) the National Association of
Insurance Commissioners or any similar organization, or any nationally
recognized rating agency that requires access to information about such
Purchaser’s investment portfolio, or (viii) any other Person to which such
delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to such Purchaser,
(x) in response to any subpoena or other legal process, (y) in
connection with any litigation to which such Purchaser is a party in connection
with the transaction described herein or (z) if an Event of Default has
occurred and is continuing, to the extent such Purchaser may reasonably
determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under such
Purchaser’s Notes, the Subsidiary Guaranty and this Agreement.  Each
holder of a Note, by its acceptance of a Note, will be deemed to have agreed to
be bound by and to be entitled to the benefits of this Section 20 as though
it were a party to this Agreement.  On reasonable request by the
Company in connection with the delivery to any holder of a Note of information
required to be delivered to such holder under this Agreement or requested by
such holder (other than a holder that is a party to this Agreement or its
nominee), such holder will enter into an agreement with the Company embodying
the provisions of this Section 20.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

    
       

      
        	
              	
                21.  

              	
                SUBSTITUTION OF
      PURCHASER.

              


      

       

      Each Purchaser shall have the right to
substitute any one of its Subsidiaries as the purchaser of the Notes that it has
agreed to purchase hereunder, by written notice to the Company, which notice
shall be signed by both such Purchaser and such Subsidiary, shall contain such
Subsidiary’s agreement to be bound by this Agreement and shall contain a
confirmation by such Subsidiary of the accuracy with respect to it of the
representations set forth in Section 6.  Upon receipt of such notice,
any reference to such Purchaser in this Agreement (other than in this Section
21), shall be deemed to refer to such Subsidiary in lieu of such original
Purchaser.  In the event that such Subsidiary is so substituted as a
Purchaser hereunder and such Subsidiary thereafter transfers to such original
Purchaser all of the Notes then held by such Subsidiary, upon receipt by the
Company of notice of such transfer, any reference to such  Subsidiary
as a “Purchaser” in this Agreement (other than in this Section 21), shall no
longer be deemed to refer to such Subsidiary, but shall refer to such original
Purchaser and such original Purchaser shall again have all the rights of an
original holder of the Notes under this Agreement.

       

      
        	
              	
                22.  

              	
                MISCELLANEOUS.

              


      

       

      22.1.    
Successors
and Assigns.

       

      All covenants and other agreements
contained in this Agreement by or on behalf of any of the parties hereto bind
and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or
not.

       

      22.2.     Payments
Due on Non-Business Days.

       

      Anything in this Agreement or the Notes
to the contrary notwithstanding (but without limiting the requirement in
Section 8.6 that the notice of any optional prepayment specify a Business
Day as the date fixed for such prepayment), any payment of principal of or
Make-Whole Amount or interest on any Note that is due on a date other than a
Business Day shall be made on the next succeeding Business Day without including
the additional days elapsed in the computation of the interest payable on such
next succeeding Business Day; provided that if the date of payment of any principal of any
Note is a date other than a Business Day, the payment otherwise due on such date
shall be made on the next succeeding Business Day and shall include the
additional days elapsed in the computation of interest payable on such next
succeeding Business Day.

       

    

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    22.3.    
Accounting
Terms.

     

    All accounting terms used herein which
are not expressly defined in this Agreement have the meanings respectively given
to them in accordance with GAAP.  Except as otherwise specifically
provided herein, (i) all computations made pursuant to this Agreement shall
be made in accordance with GAAP, and (ii) all financial statements shall be
prepared in accordance with GAAP.  Notwithstanding the foregoing or
any other provision of this Agreement, for purposes of determining compliance
with the financial covenants contained in this Agreement, any election by the
Company to measure an item of Debt (including Consolidated Debt) using fair
value (as permitted by FASB 159 or any similar accounting standard) shall be
disregarded and such determination shall be made as if such election had not
been made.

     

    22.4.     Severability.

     

    Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by law)
not invalidate or render unenforceable such provision in any other
jurisdiction.

     

    22.5.     Construction.

     

    Each covenant contained herein shall be
construed (absent express provision to the contrary) as being independent of
each other covenant contained herein, so that compliance with any one covenant
shall not (absent such an express contrary provision) be deemed to excuse
compliance with any other covenant.  Where any provision herein refers
to action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken directly
or indirectly by such Person.

     

    For the avoidance of doubt, all
Schedules and Exhibits attached to this Agreement shall be deemed to be a part
hereof.

     

    22.6.     Counterparts.

     

    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.

     

    22.7.     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.


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

    


    Jurisdiction and
Process; Waiver of Jury Trial.

     

    (a)    
The Company irrevocably
submits to the non-exclusive jurisdiction of any New York State or federal court
sitting in the Borough of Manhattan, The City of New York, over any suit, action
or proceeding arising out of or relating to this Agreement or the
Notes.  To the fullest extent permitted by applicable law, the Company
irrevocably waives and agrees not to assert, by way of motion, as a defense or
otherwise, any claim that it is not subject to the jurisdiction of any such
court, any objection that it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding brought in any such court and any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

     

    (b)    
The Company consents to process
being served by or on behalf of any holder of Notes in any suit, action or
proceeding of the nature referred to in Section 22.8(a) by mailing a copy
thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, return receipt requested, to it at its address specified
in Section 18 or at such other address of which such holder shall then have
been notified pursuant to said Section.  The Company agrees that such
service upon receipt (i) shall be deemed in every respect effective service
of process upon it in any such suit, action or proceeding and (ii) shall,
to the fullest extent permitted by applicable law, be taken and held to be valid
personal service upon and personal delivery to it.  Notices hereunder
shall be conclusively presumed received as evidenced by a delivery receipt
furnished by the United States Postal Service or any reputable commercial
delivery service.

     

    (c)    
Nothing in this Section 22.8
shall affect the right of any holder of a Note to serve process in any manner
permitted by law, or limit any right that the holders of any of the Notes may
have to bring proceedings against the Company in the courts of any appropriate
jurisdiction or to enforce in any lawful manner a judgment obtained in one
jurisdiction in any other jurisdiction.

     

    (d)    
The parties hereto hereby waive
trial by jury in any action brought on or with respect to this Agreement, the
Notes or any other document executed in connection herewith or
therewith.

     

    *  *  *  *  *

     

    
      The
execution hereof by the Purchasers shall constitute a contract among the Company
and the Purchasers for the uses and purposes hereinabove set
forth.  This Agreement may be executed in any number of counterparts,
each executed counterpart constituting an original but all together only one
agreement.

         

    

    
      
         


      

      
        40

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  Very
      truly yours,

                
	 
      	 
      
	 
      	
                  DENTSPLY
      INTERNATIONAL INC.

                
	 
      	 
      
	 
      	
                  By:___________________________________

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    Accepted as of the date first written
above.

     

    NEW YORK LIFE
INSURANCE COMPANY

    


    By:______________________________________

    Name:

    Title:

    


    NEW YORK LIFE
INSURANCE AND ANNUITY

    CORPORATION

    By:          New
York Life Investment Management LLC,

    Its Investment
Manager

    


    By:______________________________________

    Name:

    Title:

    


    NEW YORK LIFE
INSURANCE AND ANNUITY

    CORPORATION
INSTITUTIONALLY OWNED LIFE

    INSURANCE SEPARATE
ACCOUNT (BOLI 30C)

    By:          New
York Life Investment Management LLC,

    Its Investment
Manager

    


    By:______________________________________

    Name:

    Title:


    
      
         


      

      
        41

        
          

        

      

      
         


      

    

    


    METROPOLITAN LIFE
INSURANCE COMPANY

    


    METLIFE INSURANCE
COMPANY OF CONNECTICUT

            by
Metropolitan Life Insurance Company, its Investment Manager

    


    METLIFE INVESTORS
USA INSURANCE COMPANY

            by
Metropolitan Life Insurance Company, its Investment Manager

    


    By:______________________________________

    Name:

    Title:

    


    (executed by Metropolitan Life
Insurance Company (i) as to itself

    as a Purchaser and (ii) as investment
manager to MetLife Insurance Company

    of Connecticut as a Purchaser and
MetLife Investors USA Insurance Company as a

    Purchaser)

    


    HARTFORD LIFE
INSURANCE COMPANY

    HARTFORD ACCIDENT
AND INDEMNITY COMPANY

    By:          Hartford
Investment Management Company

    Their Agent and
Attorney-in-Fact

    


    By:______________________________________

    Name:

    Title:


    
      
         


      

      
        42

        
          

        

      

      
         


      

    

    


    SCHEDULE
A

    INFORMATION RELATING
TO PURCHASERS

    


    
      
        
          
            
              	
                      Purchaser
      Name

                    	 
      	
                      NEW YORK LIFE INSURANCE
      COMPANY

                    
	
                      Name
      in which to register Note(s)

                    	 
      	
                      NEW
      YORK LIFE INSURANCE COMPANY

                    
	
                      Note
      registration number(s); principal amount(s)

                    	 
      	
                      R-1;
      $17,000,000

                    
	
                      Payment
      on account of Note

                       

                      Method

                       

                      Account
      information

                    	 
      	
                       

                       

                      Federal
      Funds Wire Transfer

                       

                      JPMorgan
      Chase Bank

                      New
      York, New York  10019

                      ABA
      No.: 021-000-021

                      Credit:  New
      York Life Insurance Company

                      General
      Account No.:  008-9-00687

                      Re:  (See
      “Accompanying information” below)

                    
	
                      Accompanying
      information

                    	 
      	
                      Name
      of
      Issuer:                    DENTSPLY
      INTERNATIONAL INC.

                       

                      Description
      of

                      Security:                                4.11%
      Senior Notes1

                          
      

                      PPN:                                       2

                           
      

                      Due
      date and application (as among principal, interest and Make-Whole Amount)
      of the payment being made.

                    
	
                      Address
      / Fax # for notices related to payments, written confirmations of such
      wire transfers and any audit confirmation:

                    	 
      	
                      New
      York Life Insurance Company

                      c/o
      New York Life Investment Management LLC

                      51
      Madison Avenue

                      New
      York, New York 10010-1603

                      Attention:  Financial
      Management

                      Securities
      Operations, 2nd
      Floor

                      Fax
      #: (212) 447-4132

                       

                      With
      a copy sent via Email
  to:  FIIGLibrary@nylim.com

                    
	
                      Address
      / Fax # for all other notices

                    	 
      	
                      New
      York Life Insurance Company

                      c/o
      New York Life Investment Management LLC

                      51
      Madison Avenue

                      New
      York, New York 10010

                      Attention:  Fixed
      Income Investors Group

                      Private
      Finance, 2nd
      Floor

                      Fax
      #: (212) 447-4122

                       

                      With
      a copy sent via Email to:  FIIGLibrary@nylim.com

                       

                      with
      a copy of any notices regarding defaults or Events of Default under the
      operative documents to:

                       

                      Attention:  Office
      of General Counsel

                      Investment
      Section, Room 1016

                      Fax
      #: (212) 576-8340

                    
	
                      Instructions
      re Delivery of Notes

                    	 
      	
                      New
      York Life Insurance Company

                      c/o
      New York Life Investment Management LLC

                      51
      Madison Avenue

                      New
      York, New York 10010

                      Attn:  Michael
      Boyd, Esq.

                    
	
                      Signature
      Block

                    	 
      	
                      NEW
      YORK LIFE INSURANCE COMPANY

                       

                      By:_____________________________

                      Name:

                      Title:

                    
	
                      Tax
      identification number

                    	
                        

                    	
                      13-5582869

                    


            

          

        

      

    

    


    
      
        

      



    
      1 Maturity
date to be inserted before Closing

    

    


    
      2 PPN
to be inserted before Closing

    


    
      
         


      

      
        43

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    Purchaser Name

                  	 
      	
                    NEW YORK LIFE INSURANCE AND ANNUITY

                    CORPORATION

                  
	
                    Name
      in which to register Note(s)

                  	 
      	
                    NEW
      YORK LIFE INSURANCE AND ANNUITY CORPORATION

                  
	
                    Note
      registration number(s); principal amount(s)

                  	 
      	
                    R-2;
      $82,000,000

                     

                  
	
                    Payment
      on account of Note

                     

                    Method

                     

                    Account
      information

                  	 
      	
                     

                     

                    Federal
      Funds Wire Transfer

                     

                    JPMorgan
      Chase Bank

                    New
      York, New York  10019

                    ABA
      No.: 021-000-021

                    Credit:  New
      York Life Insurance and Annuity Corporation

                    General
      Account No.:  323-8-47382

                    Re:  (See
      “Accompanying information” below)

                  
	
                    Accompanying
      information

                  	 
      	
                    Name
      of
      Issuer:                  
      DENTSPLY INTERNATIONAL INC.

                     

                    Description
      of

                    Security:                               4.11%
      Senior Notes3

                     

                    PPN:                                    
      4

                     

                    Due
      date and application (as among principal, interest and Make-Whole Amount)
      of the payment being made.

                  
	
                    Address
      / Fax # for notices related to payments, written confirmations of such
      wire transfers and any audit confirmation:

                  	 
      	
                    New
      York Life Insurance and Annuity Corporation

                    c/o
      New York Life Investment Management LLC

                    51
      Madison Avenue

                    New
      York, New York 10010-1603

                    Attention:  Financial
      Management

                    Securities
      Operations, 2nd
      Floor

                    Fax
      #: (212) 447-4132

                     

                    With
      a copy sent via Email
  to:  FIIGLibrary@nylim.com

                  
	
                    Address
      / Fax # for all other notices

                  	 
      	
                    New
      York Life Insurance and Annuity Corporation

                    c/o
      New York Life Investment Management LLC

                    51
      Madison Avenue

                    New
      York, New York 10010-1603

                    Attention:  Fixed
      Income Investors Group

                    Private
      Finance, 2nd
      Floor

                    Fax
      #: (212) 447-4122

                     

                    With
      a copy sent via Email to:  FIIGLibrary@nylim.com

                     

                    with
      a copy of any notices regarding defaults or Events of Default under the
      operative documents to:

                     

                    Attention:  Office
      of General Counsel

                    Investment
      Section, Room 1016

                    Fax
      #: (212) 576-8340

                  
	
                    Instructions
      re Delivery of Notes

                  	 
      	
                    New
      York Life Insurance Company

                    c/o
      New York Life Investment Management LLC

                    51
      Madison Avenue

                    New
      York, New York 10010

                    Attn:  Michael
      Boyd, Esq.

                  
	
                    Signature
      Block

                  	 
      	
                    NEW
      YORK LIFE INSURANCE AND ANNUITY CORPORATION

                    By:           New
      York Life Investment Management LLC,

                    Its
      Investment Manager

                     

                    By:_____________________________

                    Name:

                    Title:

                  
	
                    Tax
      identification number

                  	 
      	
                    13-3044743

                  


          

        

      

    

     

    
      
        

      

       

    

    
      3 Maturity date to be inserted before
Closing

    

     

    
      4 PPN to be inserted before
Closing

    


    
      
         


      

      
        44

        
          

        

      

      
         


      

    

    


    
      
        	
                Purchaser Name

              	 
      	
                NEW YORK LIFE INSURANCE AND ANNUITY

                CORPORATION INSTITUTIONALLY OWNED LIFE

                INSURANCE SEPARATE ACCOUNT (BOLI 30C)

              
	
                Name
      in which to register Note(s)

              	 
      	
                NEW
      YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY
      OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)

              
	
                Note
      registration number(s); principal amount(s)

              	 
      	
                R-3;
      $1,000,000

                 

              
	
                Payment
      on account of Note

                 

                Method

                 

                Account
      information

              	 
      	
                 

                 

                Federal
      Funds Wire Transfer

                 

                JPMorgan
      Chase Bank

                New
      York, New York

                ABA
      #021-000-021

                Credit:  NYLIAC
      SEPARATE BOLI 30C

                General
      Account No.: 304-6-23970

                Re:  (See
      “Accompanying information” below)

              
	
                Accompanying
      information

              	 
      	
                Name
      of
      Issuer:                  
      DENTSPLY INTERNATIONAL INC.

                 

                Description
      of

                Security:                                4.11%
      Senior Notes5

                 

                PPN:                                     6

                 

                Due
      date and application (as among principal, interest and Make-Whole Amount)
      of the payment being made.

              
	
                Address
      / Fax # for notices related to payments, written confirmations of such
      wire transfers and any audit confirmation:

              	 
      	
                New
      York Life Insurance and Annuity Corporation Institutionally Owned Life
      Insurance Separate Account

                c/o
      New York Life Investment Management LLC

                51
      Madison Avenue

                New
      York, New York 10010-1603

                Attention:  Financial
      Management

                Securities
      Operations, 2nd
      Floor Room 201

                Fax
      #: (212) 447-4132

                 

                With
      a copy sent via Email
  to:  FIIGLibrary@nylim.com

              
	
                Address
      / Fax # for all other notices

              	 
      	
                New
      York Life Insurance and Annuity Corporation Institutionally Owned Life
      Insurance Separate Account

                c/o
      New York Life Investment Management LLC

                51
      Madison Avenue

                New
      York, New York 10010-1603

                Attention:  Fixed
      Income Investors Group

                Private
      Finance, 2nd
      Floor

                Fax
      #: (212) 447-4122

                 

                With
      a copy sent via Email to:  FIIGLibrary@nylim.com

                 

                with
      a copy of any notices regarding defaults or Events of Default under the
      operative documents to:

                 

                Attention:  Office
      of General Counsel

                Investment
      Section, Room 1016

                Fax
      #: (212) 576-8340

              
	
                Instructions
      re Delivery of Notes

              	 
      	
                New
      York Life Insurance Company

                c/o
      New York Life Investment Management LLC

                51
      Madison Avenue

                New
      York, New York 10010

                Attn:  Michael
      Boyd, Esq.

              
	
                Signature
      Block

              	 
      	
                NEW
      YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY
      OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)

                By:           New
      York Life Investment Management LLC,

                Its
      Investment Manager

                 

                By:_____________________________

                Name:

                Title:

              
	
                Tax
      identification number

              	 
      	
                13-3044743

              


      

    

     

    
      
        

      

    

     

    
      5 Maturity date to be inserted before
Closing

    

     

    
      6 PPN to be inserted before
Closing

    


    
      
         


      

      
        45

        
          

        

      

      
         


      

    

    


    
      
        	
                Purchaser Name

              	 
      	
                METROPOLITAN LIFE INSURANCE COMPANY

              
	
                Name
      in which to register Note(s)

              	 
      	
                METROPOLITAN
      LIFE INSURANCE COMPANY

              
	
                Note
      registration number(s); principal amount(s)

              	 
      	
                R-4;
      $58,000,000

                 

              
	
                Payment
      on account of Note

                 

                Method

                 

                Account
      information

              	 
      	
                 

                 

                Federal
      Funds Wire Transfer

                 

                Bank
      Name:                      JPMorgan
      Chase Bank

                ABA
      Routing
      #:                                021-000-021

                Account
      No.:                      002-2-410591

                Account
      Name:                                Metropolitan
      Life Insurance Company

                Ref:                      See
      “Accompanying Information” below

                 

                For
      all payments other than scheduled payments of principal and interest, the
      Company shall seek instructions form the holder, and in the absence of
      instructions to the contrary, will make such payments to the account and
      in the manner set forth below.

              
	
                Accompanying
      information

              	 
      	
                Name
      of
      Issuer:                  
      DENTSPLY INTERNATIONAL INC.

                 

                Description
      of

                Security:                                4.11%
      Senior Notes7

                 

                PPN:                                    
      8

                 

                Due
      date and application (as among principal, interest and Make-Whole Amount)
      of the payment being made.

              
	
                Address
      / Fax # / Email for all notices and communications

              	 
      	
                Metropolitan
      Life Insurance Company

                Investments,
      Private Placements

                P.O.
      Box 1902

                10
      Park Avenue

                Morristown,
      New Jersey 07962-1902

                Attention:  Director

                Facsimile:  (973)
      355-4250

                 

                With
      a copy OTHER than with respect to deliveries of financial statements
      to:

                 

                Metropolitan
      Life Insurance Company

                P.O.
      Box 1902

                10
      Park Avenue

                Morristown,
      New Jersey 07962-1902

                Attention:
      Chief Counsel-Securities Investments (PRIV)

                Facsimile:  (973)
      355-4338

                Email:  sec_invest_law@metlife.com

              
	
                Instructions
      re Delivery of Notes

              	 
      	
                Metropolitan
      Life Insurance Company

                Securities
      Investments, Law Department

                10
      Park Avenue

                Morristown,
      New Jersey 07962

                Attention:  Jane
      Dickson, Esq.

              
	
                Signature
      Block

              	 
      	
                METROPOLITAN
      LIFE INSURANCE COMPANY

                 

                METLIFE
      INSURANCE COMPANY OF CONNECTICUT

                By:          Metropolitan
      Life Insurance Company,

                its
      Investment Manager

                 

                METLIFE
      INVESTORS USA INSURANCE COMPANY

                By:           Metropolitan
      Life Insurance Company,

                its
      Investment Manager

                 

                By:_________________________________________

                Name:

                Title:

              
	
                Tax
      identification number

              	 
      	
                13-5581829

              


      

    

     

    
      
        

      

       

      
        7 Maturity date to be inserted before
Closing

      

    

     

    
      8 PPN to be inserted before
Closing

    


    
      
         


      

      
        46

        
          

        

      

      
         


      

    

    


    
      
        	
                Purchaser Name

              	 
      	
                METLIFE INSURANCE COMPANY OF CONNECTICUT

              
	
                Name
      in which to register Note(s)

              	 
      	
                METLIFE
      INSURANCE COMPANY OF CONNECTICUT, ON BEHALF OF ITS SEPARATE ACCOUNT
      MGA

              
	
                Note
      registration number(s); principal amount(s)

              	 
      	
                R-5;
      $15,000,000

                 

              
	
                Payment
      on account of Note

                 

                Method

                 

                Account
      information

              	 
      	
                 

                 

                Federal
      Funds Wire Transfer

                 

                Bank
      Name:                      State
      Street Bank

                ABA
      Routing
      #:                                011000028

                Account
      No.:                      0008-7155

                Account
      Name:                                MetLife
      Insurance Company of Connecticut - MICC-SAMGA (TIC-MGA)

                Ref:                      See
      “Accompanying Information” below

                 

                For
      all payments other than scheduled payments of principal and interest, the
      Company shall seek instructions form the holder, and in the absence of
      instructions to the contrary, will make such payments to the account and
      in the manner set forth below.

              
	
                Accompanying
      information

              	 
      	
                Name
      of
      Issuer:                  
      DENTSPLY INTERNATIONAL INC.

                 

                Description
      of

                Security:                                4.11%
      Senior Notes9

                 

                PPN:                                    
      10

                 

                Due
      date and application (as among principal, interest and Make-Whole Amount)
      of the payment being made.

              
	
                Address
      / Fax # / Email for all notices and communications

              	 
      	
                MetLife
      Insurance Company of Connecticut

                c/o
      Metropolitan Life Insurance Company

                Investments,
      Private Placements

                P.O.
      Box 1902

                10
      Park Avenue

                Morristown,
      New Jersey 07962-1902

                Attention:  Director

                Facsimile:  (973)
      355-4250

                 

                With
      a copy OTHER than with respect to deliveries of financial statements
      to:

                 

                MetLife
      Insurance Company of Connecticut

                c/o
      Metropolitan Life Insurance Company

                P.O.
      Box 1902

                10
      Park Avenue

                Morristown,
      New Jersey 07962-1902

                Attention:
      Chief Counsel-Securities Investments (PRIV)

                Facsimile:  (973)
      355-4338

                Email:  sec_invest_law@metlife.com

              
	
                Instructions
      re Delivery of Notes

              	 
      	
                MetLife
      Insurance Company of Connecticut

                c/o
      Metropolitan Life Insurance Company

                Securities
      Investments, Law Department

                10
      Park Avenue

                Morristown,
      New Jersey 07962

                Attention:  Jane
      Dickson, Esq.

              
	
                Signature
      Block

              	 
      	
                METROPOLITAN
      LIFE INSURANCE COMPANY

                 

                METLIFE
      INSURANCE COMPANY OF CONNECTICUT

                By:           Metropolitan
      Life Insurance Company,

                its
      Investment Manager

                 

                METLIFE
      INVESTORS USA INSURANCE COMPANY

                By:           Metropolitan
      Life Insurance Company,

                its
      Investment Manager

                 

                By:_________________________________________

                Name:

                Title:

              
	
                Tax
      identification number

              	 
      	
                06-0566090

              


      

    

    


    
      
        

      



    
      9 Maturity date to be inserted before
Closing

    

     

    
      10 PPN to be inserted before
Closing

    


    
      
         


      

      
        47

        
          

        

      

      
         


      

    

    


    
      
        	
                Purchaser Name

              	 
      	
                METLIFE INSURANCE COMPANY OF CONNECTICUT

              
	
                Name
      in which to register Note(s)

              	 
      	
                METLIFE
      INSURANCE COMPANY OF CONNECTICUT

              
	
                Note
      registration number(s); principal amount(s)

              	 
      	
                R-6;
      $2,000,000

              
	
                Payment
      on account of Note

                 

                Method

                 

                Account
      information

              	 
      	
                 

                 

                Federal
      Funds Wire Transfer

                 

                Bank
      Name:                      JPMorgan
      Chase Bank

                ABA
      Routing
      #:                                021-000-021

                Account
      No.:                      910-2-587434

                Account
      Name:                                MetLife
      Insurance Company of Connecticut

                Ref:                      See
      “Accompanying Information” below

                 

                For
      all payments other than scheduled payments of principal and interest, the
      Company shall seek instructions form the holder, and in the absence of
      instructions to the contrary, will make such payments to the account and
      in the manner set forth below.

              
	
                Accompanying
      information

              	 
      	
                Name
      of
      Issuer:                  
      DENTSPLY INTERNATIONAL INC.

                 

                Description
      of

                Security:                                4.11%
      Senior Notes11

                 

                PPN:                                    
      12

                 

                Due
      date and application (as among principal, interest and Make-Whole Amount)
      of the payment being made.

              
	
                Address
      / Fax # / Email for all notices

              	 
      	
                MetLife
      Insurance Company of Connecticut

                c/o
      Metropolitan Life Insurance Company

                Investments,
      Private Placements

                P.O.
      Box 1902

                10
      Park Avenue

                Morristown,
      New Jersey 07962-1902

                Attention:  Director

                Facsimile
      (973) 355-4250

                 

                With
      a copy OTHER than with respect to deliveries of financial statements
      to:

                 

                MetLife
      Insurance Company of Connecticut

                c/o
      Metropolitan Life Insurance Company

                P.O.
      Box 1902

                10
      Park Avenue

                Morristown,
      New Jersey 07962-1902

                Attention:
      Chief Counsel-Securities Investments (PRIV)

                Facsimile:  (973)
      355-4338

                Email:  sec_invest_law@metlife.com

              
	
                Instructions
      re Delivery of Notes

              	 
      	
                MetLife
      Insurance Company of Connecticut

                c/o
      Metropolitan Life Insurance Company

                Securities
      Investments, Law Department

                10
      Park Avenue

                Morristown,
      New Jersey 07962

                Attention:  Jane
      Dickson, Esq.

              
	
                Signature
      Block

              	 
      	
                METROPOLITAN
      LIFE INSURANCE COMPANY

                 

                METLIFE
      INSURANCE COMPANY OF CONNECTICUT

                By:           Metropolitan
      Life Insurance Company,

                its
      Investment Manager

                 

                METLIFE
      INVESTORS USA INSURANCE COMPANY

                By:           Metropolitan
      Life Insurance Company,

                its
      Investment Manager

                 

                By:_________________________________________

                Name:

                Title:

              
	
                Tax
      identification number

              	 
      	
                06-0566090

              


      

    

     

     

      
        

      

    

     

    
      11 Maturity date to be inserted before
Closing

    

     

    
      12 PPN to be inserted before
Closing

    


    
      
         


      

      
        48

        
          

        

      

      
         


      

    

    


    
      
        	
                Purchaser Name

              	 
      	
                METLIFE INVESTORS USA INSURANCE COMPANY

              
	
                Name
      in which to register Note(s)

              	 
      	
                METLIFE
      INVESTORS USA INSURANCE COMPANY

              
	
                Note
      registration number(s); principal amount(s)

              	 
      	
                R-7;
      $25,000,000

                 

              
	
                Payment
      on account of Note(s)

                 

                Method

                 

                Account
      information

              	 
      	
                 

                 

                Federal
      Funds Wire Transfer

                 

                Bank
      Name:                      JPMorgan
      Chase Bank

                ABA
      Routing
      #:                                021-000-021

                Account
      No.:                      002-2-431530

                Account
      Name:                                MetLife
      Investors USA Insurance Company

                Ref:                      See
      “Accompanying Information” below

                 

                For
      all payments other than scheduled payments of principal and interest, the
      Company shall seek instructions form the holder, and in the absence of
      instructions to the contrary, will make such payments to the account and
      in the manner set forth below.

              
	
                Accompanying
      information

              	 
      	
                Name
      of
      Issuer:                   
      DENTSPLY INTERNATIONAL INC.

                 

                Description
      of

                Security:                                4.11%
      Senior Notes13

                 

                PPN:                                     14

                 

                Due
      date and application (as among principal, interest and Make-Whole Amount)
      of the payment being made.

              
	
                Address
      / Fax # / Email for all notices

              	 
      	
                MetLife
      Investors USA Insurance Company

                c/o
      Metropolitan Life Insurance Company

                Investments,
      Private Placements

                P.O.
      Box 1902

                10
      Park Avenue

                Morristown,
      New Jersey 07962-1902

                Attention:  Director

                Facsimile
      (973) 355-4250

                 

                With
      a copy OTHER than with respect to deliveries of financial statements
      to:

                 

                MetLife
      Investors USA Insurance Company

                c/o
      Metropolitan Life Insurance Company

                P.O.
      Box 1902

                10
      Park Avenue

                Morristown,
      New Jersey 07962-1902

                Attention:
      Chief Counsel-Securities Investments (PRIV)

                Facsimile:  (973)
      355-4338

                Email:  sec_invest_law@metlife.com

              
	
                Instructions
      re Delivery of Note(s)

              	 
      	
                MetLife
      Investors USA Insurance Company

                c/o
      Metropolitan Life Insurance Company

                Securities
      Investments, Law Department

                10
      Park Avenue

                Morristown,
      New Jersey 07962

                Attention:  Jane
      Dickson, Esq.

              
	
                Signature
      Block

              	 
      	
                METROPOLITAN
      LIFE INSURANCE COMPANY

                 

                METLIFE
      INSURANCE COMPANY OF CONNECTICUT

                By:           Metropolitan
      Life Insurance Company,

                its
      Investment Manager

                 

                METLIFE
      INVESTORS USA INSURANCE COMPANY

                By:           Metropolitan
      Life Insurance Company,

                its
      Investment Manager

                 

                By:_________________________________________

                Name:

                Title:

              
	
                Tax
      identification number

              	 
      	
                54-0696644

              


      

    

     

    
      
        

      

    

     

    
      13 Maturity date to be inserted before
Closing

    

     

    
      14 PPN to be inserted before
Closing

    


    
      
         


      

      
        49

        
          

        

      

      
         


      

    

    


    
      
        	
                Purchaser Name

              	 
      	
                HARTFORD LIFE INSURANCE COMPANY

              
	
                Name
      in which to register Note(s)

              	 
      	
                HARTFORD
      LIFE INSURANCE COMPANY

              
	
                Note
      registration number(s); principal amount(s)

              	 
      	
                R-8;
      $5,000,000

                R-9;
      $5,000,000

                R-10;
      $5,000,000

                R-11;
      $5,000,000

                R-12;
      $5,000,000

              
	
                Payment
      on account of Note(s)

                 

                Method

                 

                Account
      information

              	 
      	
                 

                 

                Federal
      Funds Wire Transfer

                 

                JP
      Morgan Chase

                4
      New York Plaza

                New
      York  New York 10004

                Bank
      ABA No.:  021000021

                Chase
      NYC/Cust

                A/C
      # 900-9-000200 for F/C/T G06641-CRC

                Attn:
      Bond Interest /Principal - Dentsply International Inc. 4.11% Senior Notes
      due 2016

                Ref:  See
      “Accompanying Information” below

              
	
                Accompanying
      information

              	 
      	
                Name
      of
      Issuer:                  
      DENTSPLY INTERNATIONAL INC.

                 

                Description
      of

                Security:                                4.11%
      Senior Notes15

                 

                PPN:                                     16

                 

                Due
      date and application (as among principal, interest and Make-Whole Amount)
      of the payment being made.

              
	
                Address
      / Fax # for notices related to payments

              	 
      	
                Hartford
      Investment Management Company

                c/o
      Portfolio Support

                P.O.
      Box 1744

                Hartford,
      CT  06144-1744

                Fax:  860-297-8875/8876

                 

                Overnight
      Mail Address:

                 

                55
      Farmington Avenue

                Hartford,
      CT  06105

              
	
                Address
      / Fax # for all other notices

              	 
      	
                E-Mail
      Address:

                Dawn.crunden@himco.com
      and PrivatePlacements.Himco@Himco.com

                Subject
      to confirmation copy of notice being sent same day by recognized
      international commercial delivery services to the following
      address:

                 

                Hartford
      Investment Management Company

                c/o
      Investment Department – Private Placements

                P.O.
      Box 1744

                Hartford,
      CT  06144-1744

                Fax:  860-297-8884

                 

                Overnight
      Mail Address:

                 

                55
      Farmington Avenue

                Hartford,
      CT  06105

              
	
                Instructions
      re Delivery of Note(s)

              	 
      	
                JP
      Morgan Chase

                4
      New York Plaza

                New
      York, NY  10004

                Attn:  Brian
      Cavanaugh, Phy/Rec - 11th Floor

                Custody
      Account Number:  G06641-CRC (must appear on outside of
      envelope)

              
	
                Signature
      Block

              	 
      	
                HARTFORD
      LIFE INSURANCE COMPANY

                HARTFORD
      ACCIDENT AND INDEMNITY COMPANY

                By:           Hartford
      Investment Management Company

                Their
      Agent and Attorney-in-Fact

                 

                By:___________________________

                Name:

                Title:

              
	
                Tax
      identification number

              	 
      	
                06-0974148

              


      

    

     

    
      
        

      

       

    

    
      15 Maturity date to be inserted before
Closing

    

     

    
      16 PPN to be inserted before
Closing

    


    
      
         


      

      
        50

        
          

        

      

      
         


      

    

    


    
      
        	
                Purchaser Name

              	 
      	
                HARTFORD LIFE INSURANCE COMPANY

              
	
                Name
      in which to register Note(s)

              	 
      	
                HARTFORD
      LIFE INSURANCE COMPANY

              
	
                Note
      registration number(s); principal amount(s)

              	 
      	
                R-13;
      $1,000,000

                 

              
	
                Payment
      on account of Note(s)

                 

                Method

                 

                Account
      information

              	 
      	
                 

                 

                Federal
      Funds Wire Transfer

                 

                JP
      Morgan Chase

                4
      New York Plaza

                New
      York, NY 10004

                ABA
      No.:  021000021

                Chase
      NYC/Cust

                A/C
      # 900-9-000200 for F/C/T G12011-CRR

                Attn:
      Bond Interest /Principal - Dentsply International Inc. 4.11% Senior Notes
      due 2016

                Ref:  See
      “Accompanying Information” below

              
	
                Accompanying
      information

              	 
      	
                Name
      of
      Issuer:                   
      DENTSPLY INTERNATIONAL INC.

                 

                Description
      of

                Security:                                4.11%
      Senior Notes17

                 

                PPN:                                     18

                 

                Due
      date and application (as among principal, interest and Make-Whole Amount)
      of the payment being made.

              
	
                Address
      / Fax # for notices related to payments

              	 
      	
                Hartford
      Investment Management Company

                c/o
      Portfolio Support

                P.O.
      Box 1744

                Hartford,
      CT  06144-1744

                Fax:  860-297-8875/8876

                 

                Overnight
      Mail Address:

                 

                55
      Farmington Avenue

                Hartford,
      CT  06105

              
	
                Address
      / Fax # for all other notices

              	 
      	
                E-Mail
      Address:

                Dawn.crunden@himco.com
      and PrivatePlacements.Himco@Himco.com

                Subject
      to confirmation copy of notice being sent same day by recognized
      international commercial delivery services to the following
      address:

                 

                Hartford
      Investment Management Company

                c/o
      Investment Department – Private Placements

                P.O.
      Box 1744

                Hartford,
      CT  06144-1744

                Fax:  860-297-8884

                 

                Overnight
      Mail Address:

                 

                55
      Farmington Avenue

                Hartford,
      CT  06105

              
	
                Instructions
      re Delivery of Note(s)

              	 
      	
                JP
      Morgan Chase

                4
      New York Plaza

                New
      York, NY  10004

                Attn:  Brian
      Cavanaugh, Phy/Rec - 11th Floor

                Custody
      Account Number:  G12011-CRR (must appear on outside of
      envelope)

              
	
                Signature
      Block

              	 
      	
                HARTFORD
      LIFE INSURANCE COMPANY

                HARTFORD
      ACCIDENT AND INDEMNITY COMPANY

                By:           Hartford
      Investment Management Company

                Their
      Agent and Attorney-in-Fact

                 

                By:___________________________

                Name:

                Title:

              
	
                Tax
      identification number

              	 
      	
                06-0974148

              


      

    

    
       

      
        

      



    
      17 Maturity date to be inserted before
Closing

    

     

    
      18 PPN to be inserted before
Closing

    


    
      
         


      

      
        51

        
          

        

      

      
         


      

    

    


    
      
        	
                Purchaser Name

              	 
      	
                HARTFORD LIFE INSURANCE COMPANY

              
	
                Name
      in which to register Note(s)

              	 
      	
                HARTFORD
      LIFE INSURANCE COMPANY

              
	
                Note
      registration number(s); principal amount(s)

              	 
      	
                R-14;
      $5,000,000

                R-15;
      $5,000,000

                R-16;
      $5,000,000

                R-17;
      $5,000,000

                R-18;
      $4,000,000

              
	
                Payment
      on account of Note(s)

                 

                Method

                 

                Account
      information

              	 
      	
                 

                 

                Federal
      Funds Wire Transfer

                 

                JP
      Morgan Chase

                4
      New York Plaza

                New
      York, NY 10004

                ABA
      No.:  021000021

                Chase
      NYC/Cust

                A/C
      # 900-9-000200 for F/C/T G06239-HAI

                Attn:
      Bond Interest /Principal - Dentsply International Inc. 4.11% Senior Notes
      due 2016

                Ref:  See
      “Accompanying Information” below

              
	
                Accompanying
      information

              	 
      	
                Name
      of
      Issuer:                   
      DENTSPLY INTERNATIONAL INC.

                 

                Description
      of

                Security:                                4.11%
      Senior Notes19

                 

                PPN:                                     20

                 

                Due
      date and application (as among principal, interest and Make-Whole Amount)
      of the payment being made.

              
	
                Address
      / Fax # for notices related to payments

              	 
      	
                Hartford
      Investment Management Company

                c/o
      Portfolio Support

                P.O.
      Box 1744

                Hartford,
      CT  06144-1744

                Fax:  860-297-8875/8876

                 

                Overnight
      Mail Address:

                 

                55
      Farmington Avenue

                Hartford,
      CT  06105

              
	
                Address
      / Fax # for all other notices

              	 
      	
                E-Mail
      Address:

                Dawn.crunden@himco.com
      and PrivatePlacements.Himco@Himco.com

                Subject
      to confirmation copy of notice being sent same day by recognized
      international commercial delivery services to the following
      address:

                 

                Hartford
      Investment Management Company

                c/o
      Investment Department – Private Placements

                P.O.
      Box 1744

                Hartford,
      CT  06144-1744

                Fax:  860-297-8884

                 

                Overnight
      Mail Address:

                 

                55
      Farmington Avenue

                Hartford,
      CT  06105

              
	
                Instructions
      re Delivery of Note(s)

              	 
      	
                JP
      Morgan Chase

                4
      New York Plaza

                New
      York, NY  10004

                Attn:  Brian
      Cavanaugh, Phy/Rec - 11th Floor

                Custody
      Account Number:  G06239-HAI (must appear on outside of
      envelope)

              
	
                Signature
      Block

              	 
      	
                HARTFORD
      LIFE INSURANCE COMPANY

                HARTFORD
      ACCIDENT AND INDEMNITY COMPANY

                By:           Hartford
      Investment Management Company

                Their
      Agent and Attorney-in-Fact

                 

                By:___________________________

                Name:

                Title:

              
	
                Tax
      identification number

              	 
      	
                06-0383030

              


      

    

     

      
        

      

    

     

    
      19
Maturity date to be
inserted before Closing

    

     

    
      20 PPN to be inserted before
Closing

    


    
      
         


      

      
        52

        
          

        

      

      
         


      

    

    


    SCHEDULE
B

    


    Defined
Terms

     

    As used herein, the following terms
have the respective meanings set forth below or set forth in the
Section hereof following such term:

     

    “Acquisition
Debt” means any Debt
incurred in connection with the acquisition by the Company or any Restricted
Subsidiary of any Person or line of business, provided, that, at such time and after giving
effect to such acquisition, the Company and its Restricted Subsidiaries are in
compliance with Section 10.8.

     

    “Administrative
Agent” means Citibank,
N.A. in its capacity as agent under the Bank Credit Agreement, together with its
successors and assigns in such capacity.

     

    “Affiliate” means, at any time, and with respect
to any Person, (a) any other Person that at such time directly or
indirectly through one or more intermediaries Controls, or is Controlled by, or
is under common Control with, such first Person, and (b) any Person
beneficially owning or holding, directly or indirectly, 10% or more of any class
of voting or equity interests of the Company or any Subsidiary or any Person of
which the Company and its Subsidiaries beneficially own or hold, in the
aggregate, directly or indirectly, 10% or more of any class of voting or equity
interests.  As used in this definition, “Control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.  Unless the context otherwise clearly requires,
any reference to an “Affiliate” is a reference to an Affiliate of the
Company.

     

    “Agreement” is defined in Section
17.3.

     

    “Anti-Terrorism
Order” means Executive
Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism,
66 U.S. Fed. Reg. 49, 079 (2001), as amended.

     

    “Bank Credit
Agreement” means the
Credit Agreement dated as of May 9, 2005 by and among the Company, certain
Subsidiaries of the Company named therein, the Administrative Agent, and the
Bank Lenders and other financial institutions party thereto, as amended,
restated, joined, supplemented or otherwise modified from time to time, and any
renewals, extensions or replacements thereof, which constitute the primary bank
credit facility of the Company and its Subsidiaries.

     

    “Bank
Lenders” means the banks
and financial institutions party to the Bank Credit
Agreement.

     

    “Business
Day” means any day other
than a Saturday, a Sunday or a day on which commercial banks in New York, New
York are required or authorized to be closed.


    
      
         


      

      
        53

        
          

        

      

      
         


      

    

     

    “Capital
Lease” means, at any time,
a lease with respect to which the lessee is required concurrently to recognize
the acquisition of an asset and the incurrence of a liability in accordance with
GAAP.

     

    “Capital Lease
Obligation” means, with
respect to any Person and a Capital Lease, the amount of the obligation of such
Person as the lessee under such Capital Lease which would, in accordance with
GAAP, appear as a liability on a balance sheet of such
Person.

     

    “Change of
Control” means any of the
following events or circumstances: (a) any Person or related Persons
constituting a “group” for purposes of Section 13(d) of the Exchange Act shall
have acquired “beneficial ownership” of a majority of the Voting Stock of the
Company, or (b) during any period of 24 consecutive months commencing after the
date of this Agreement, individuals who were directors of the Company at the
beginning of the period shall cease for any reason (other than due to death or
disability) to constitute a majority of the Board of Directors of the
Company.

     

    “Closing” is defined in
Section 3.

     

    “Closing
Date” means the date of
the Closing.

     

    “Code” means the Internal Revenue Code of
1986, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time.

     

    “Company” is defined in the introductory
paragraph of this Agreement.

     

    “Confidential
Information” is defined in
Section 20.

     

    “Consignment
Agreements” means,
collectively, (a) that certain precious metal inventory Purchase and Sale
Agreement dated November 30, 2001, as amended October 10, 2006 between Bank of
Nova Scotia and the Company, (b) that certain precious metal inventory Purchase
and Sale Agreement dated December 20, 2001 between JPMorgan Chase Bank and the
Company, (c) that certain precious metal inventory Purchase and Sale
Agreement dated December 20, 2001 between Mitsui & Co., Precious Metals Inc.
and the Company, and (d) that certain precious metal inventory Purchase and Sale
Agreement dated December 15, 2005 between ABN AMRO NV, Australian Branch and the
Company, and any renewals, extensions or replacements of any of the foregoing
agreements.

     

    “Consolidated
Debt” means as of any date
of determination the total amount of all Debt of the Company and its Restricted
Subsidiaries determined on a consolidated basis in accordance with
GAAP.  For purposes of this Agreement, Consolidated Debt shall not
include any Debt incurred in connection with the Consignment
Agreements.

     

    “Consolidated
EBITDA” shall mean, for
any period, Consolidated Net Income for such period, plus, to the extent
deducted in computing such Consolidated Net Income and without duplication,
(a) depreciation, depletion, if any, and amortization expense for such
period,

     

    
      
         


      

      
        54

        
          

        

      

      
         


      

    


     (b) Consolidated Interest
Expense for such period, (c) income tax expense for such period, and
(d) other non-cash charges for such period, all as determined in accordance
with GAAP.  For purposes of calculating Consolidated EBITDA for any
period of four consecutive quarters, if during such period the Company or any
Restricted Subsidiary shall have acquired or disposed of any Person or acquired
or disposed of all or substantially all of the operating assets of any Person,
Consolidated EBITDA for such period shall be calculated after giving pro forma
effect thereto as if such transaction occurred on the first day of such
period.

     

    “Consolidated
Interest Expense” shall
mean, for any period, the gross interest expense of the Company and its
Restricted Subsidiaries deducted in the calculation of Consolidated Net Income
for such period, determined on a consolidated basis in accordance with
GAAP.

     

    “Consolidated Net
Income” shall mean, for
any period, the consolidated net income (or loss) of the Company and its
Restricted Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP.

     

    “Consolidated Net
Worth” shall mean the
consolidated stockholder’s equity of the Company and its Restricted
Subsidiaries, as defined according to GAAP.

     

    “Consolidated Total
Assets” means, as of any
date of determination, the total amount of all assets of the Company and its
Restricted Subsidiaries, determined on a consolidated basis in accordance with
GAAP.

     

    “Debt” means, with respect to any
Person, without duplication,

    


    (a)    its liabilities for borrowed
money;

     

    (b)    its liabilities for the deferred
purchase price of property acquired by such Person (excluding accounts payable
and other accrued liabilities arising in the ordinary course of business but
including, without limitation, all liabilities created or arising under any
conditional sale or other title retention agreement with respect to any such
property);

     

    (c)    its Capital Lease
Obligations;

     

    (d)    its liabilities for borrowed money
secured by any Lien with respect to any property owned by such Person (whether
or not it has assumed or otherwise become liable for such liabilities);
and

     

    (e)    Guaranties by such Person with respect
to liabilities of a type described in any of clauses (a) through (d)
hereof.

     

    Debt of any Person shall include all
obligations of such Person of the character described in clauses (a) through (e)
to the extent such Person remains legally liable in respect thereof
notwithstanding that any such obligation is deemed to be extinguished under
GAAP.

     

    
      
         


      

      
        55

        
          

        

      

      
         


      

    


     “Default” means an event or condition the
occurrence or existence of which would, with the lapse of time or the giving of
notice or both, become an Event of Default.

     

    “Default
Rate” means the rate of
interest that is the greater of (i) 2% per annum above the rate of interest then
in effect pursuant to clause (a) of the first paragraph of the Notes or (ii) 2%
over the rate or interest publicly announced by JPMorgan Chase Bank in New York,
New York as its “base” or “prime” rate.

     

    “Disclosure
Documents” is defined in
Section 5.3.

     

    “Environmental
Laws” means any and all
federal, state, local, and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, concessions, grants, franchises,
licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the
environment, including but not limited to those related to hazardous substances
or wastes, air emissions and discharges to waste or public
systems.

     

    “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in
effect.

     

    “ERISA
Affiliate” means any trade
or business (whether or not incorporated) that is treated as a single employer
together with the Company under section 414 of the
Code.

     

    “Event of
Default” is defined in
Section 11.

     

    “Exchange
Act” means the Securities
Exchange Act of 1934, as amended.

     

    “Fair Market Value”
means, at any time and
with respect to any property, the sale value of such property that would be
realized in an arm’s-length sale at such time between an informed and willing
buyer and an informed and willing seller (neither being under a compulsion to
buy or sell), as reasonably determined in the good faith opinion of the
Company’s board of directors.

     

    “GAAP” means those generally accepted
accounting principles as in effect from time to time in the United States of
America; provided that, if the Company notifies the Required Holders that the
Company wishes to amend any negative covenants (or any definition hereof) to
eliminate the effect of any change in generally accepted accounting principles
on the operation of such covenant or definition, then the Company’s compliance
with such covenant or the meaning of such definition shall be determined on the
basis of generally accepted accounting principles in effect immediately before
the relevant change in generally accepted accounting principles became
effective, until either such notice is withdrawn or such covenant is
amended  in a manner satisfactory to the Company and the Required
Holders.

     

    “Governmental
Authority”
means

     

    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    the government of

    (i)    the United States of America or any
state or other political subdivision thereof, or

     

    (ii)   any jurisdiction in which the Company
or any Restricted Subsidiary conducts all or any part of its business, or which
has jurisdiction over any properties of the Company or any Restricted
Subsidiary, or

     

    any entity exercising executive,
legislative, judicial, regulatory or administrative functions of, or pertaining
to, any such government.

     

    “Guaranty” means, with respect to any Person, any
obligation (except the endorsement in the ordinary course of business of
negotiable instruments for deposit or collection) of such Person guaranteeing or
in effect guaranteeing any Debt, dividend or other obligation of any other
Person in any manner, whether directly or indirectly, including (without
limitation) obligations incurred through an agreement, contingent or otherwise,
by such Person:

    


    (a)    to purchase such Debt or obligation or
any property constituting security therefor primarily for the purpose of
assuring the owner of such Debt or obligation of the ability of any other Person
to make payment of the Debt or obligation;

     

    (b)    to advance or supply funds (i) for
the purchase or payment of such Debt or obligation, or (ii) to maintain any
working capital or other balance sheet condition or any income statement
condition of any other Person or otherwise to advance or make available funds
for the purchase or payment of such Debt or obligation;

     

    (c)    to lease properties or to purchase
properties or services primarily for the purpose of assuring the owner of such
Debt or obligation of the ability of any other Person to make payment of the
Debt or obligation; or

     

    (d)    otherwise to assure the owner of such
Debt or obligation against loss in respect thereof.

     

    In any computation of the Debt or other
liabilities of the obligor under any Guaranty, the Debt or other obligations
that are the subject of such Guaranty shall be assumed to be direct obligations
of such obligor.

     

    “Hazardous
Material” means any and
all pollutants, toxic or hazardous wastes or other substances that might pose a
hazard to health and safety, the removal of which may be required or the
generation, manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge, spillage,
seepage or filtration of which is or shall be restricted, prohibited or
penalized by any applicable law including, but not limited to, asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum
products, lead based paint, radon gas or similar restricted, prohibited or
penalized substances.

     

    
      
         


      

      
        57

        
          

        

      

      
         


      

    


    “holder” means, with respect to any Note, the
Person in whose name such Note is registered in the register maintained by the
Company pursuant to Section 13.1.

     

    “INHAM
Exemption” is defined in
Section 6.3(e).

     

    “Institutional
Investor” means
(a) any original purchaser of a Note, (b) any holder of more than
$2,000,000 of the aggregate principal amount of the Notes then outstanding,
(c) any bank, trust company, savings and loan association or other
financial institution, any pension plan, any investment company, any insurance
company, any broker or dealer, or any other similar financial institution or
entity, regardless of legal form, and (d) any Related Fund of any holder of
any Note.

     

    “Lien” means, with respect to any Person, any
mortgage, lien, pledge, charge, security interest or other encumbrance, or any
interest or title of any vendor, lessor, lender or other secured party to or of
such Person under any conditional sale or other title retention agreement (other
than an operating lease) or Capital Lease, upon or with respect to any property
or asset of such Person (including, in the case of stock, shareholder
agreements, voting trust agreements and all similar
arrangements).

     

    “Make-Whole
Amount” is defined in
Section 8.8.

     

    “Material” means material in relation to the
business, operations, affairs, financial condition, assets or properties of the
Company and its Restricted Subsidiaries taken as a whole.

     

    “Material Adverse
Effect” means a material
adverse effect on (a) the business, operations, affairs, financial
condition, assets or properties of the Company and its Restricted Subsidiaries
taken as a whole, or (b) the ability of the Company to perform its
obligations under this Agreement and the Notes, (c) the ability of any
Subsidiary Guarantor to perform its obligations under the Subsidiary Guaranty or
(d) the validity or enforceability of this Agreement, the Notes or the
Subsidiary Guaranty.

     

    “Material
Subsidiary” means, at any
time, any Restricted Subsidiary of the Company which, together with all other
Restricted Subsidiaries of such Restricted Subsidiary, accounts for more than
(a) 5% of the consolidated assets of the Company and its Restricted
Subsidiaries, determined as of the end of the then most recently ended fiscal
quarter of the Company or (b) 5% of consolidated revenue of the Company and
its Restricted Subsidiaries, determined for the then most recently ended period
of four consecutive fiscal quarters of the Company.

     

    “Multiemployer
Plan” means any Plan that
is a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of
ERISA).

     

    “NAIC Annual
Statement” is defined in
Section 6.3(a).

     

    “Notes” is defined in
Section 1.

     

    
      
         


      

      
        58

        
          

        

      

      
         


      

    


     “Officer’s
Certificate” means a
certificate of a Senior Financial Officer or of any other officer of the Company
whose responsibilities extend to the subject matter of such
certificate.

     

    “PBGC” means the Pension Benefit Guaranty
Corporation referred to and defined in ERISA or any successor
thereto.

     

    “Person” means an individual, partnership,
corporation, limited liability company, association, trust, unincorporated
organization, or a government or agency or political subdivision
thereof.

     

    “Plan” means an “employee benefit plan” (as
defined in Section 3(3) of ERISA) that is or, within the preceding five
years, has been established or maintained, or to which contributions are or,
within the preceding five years, have been made or required to be made, by the
Company or any ERISA Affiliate or with respect to which the Company or any ERISA
Affiliate may have any liability.

     

    “Principal Credit
Facility” means (a) the
Bank Credit Agreement, as the same may be amended, restated or otherwise
modified from time to time, or such other principal credit facility or
facilities of the Company as may from time to time refinance or replace such
facility and (b) any committed or funded debt facility of the Company with an
aggregate facility size of at least $50,000,000 (or the equivalent thereof in
the relevant currency), as of any date of determination.

     

    “Priority
Debt” means (without
duplication), as of the date of any determination thereof, the sum of
(a) all unsecured Debt of Restricted Subsidiaries (including all Guaranties
of Debt of the Company but excluding (x) Debt owing to the Company or any other
Restricted Subsidiary, (y) Debt outstanding at the time such Person became
a Restricted Subsidiary (other than an Unrestricted Subsidiary which is
designated as a Restricted Subsidiary pursuant to Section 9.6 hereof),
provided that such Debt shall have not been incurred in contemplation of such
person becoming a Restricted Subsidiary, and (z) all Guaranties of Debt of
the Company by any Restricted Subsidiary which has also guaranteed the Notes and
(b) all Debt of the Company and its Restricted Subsidiaries secured by
Liens other than Debt secured by Liens permitted by subparagraphs (a)
through (i), inclusive, of Section 10.3.

     

    “property” or “properties” means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible, choate
or inchoate.

     

    “Proposed
Prepayment Date” is
defined in Section 8.3(c).

     

    “PTE” is defined in Section
6.3(a).

     

    “Public
Filings” is defined in
Section 5.3.

     

    “Purchasers” is defined in the introductory
paragraph of this Agreement.

     

    
      
         


      

      
        59

        
          

        

      

      
         


      

    


    “QPAM
Exemption” means
Prohibited Transaction Class Exemption 84-14 issued by the United States
Department of Labor.

     

    “Qualified
Institutional Buyer” means
any Person who is a qualified institutional buyer within the meaning of such
term as set forth in Rule 144(a)(1) under the Securities
Act.

     

    “Ratable
Portion” means, with
respect to any Note, an amount equal to the product of (x) the amount equal to
the net proceeds being so applied to the prepayment of Senior Debt in accordance
with Section 10.4(2), multiplied by (y) a fraction the numerator of which
is the outstanding principal amount of such Note and the denominator of which is
the aggregate outstanding principal amount of Senior Debt of the Company and its
Restricted Subsidiaries.21

     

    “Related
Fund” means, with respect
to any holder of any Note, any fund or entity that (a) invests in
Securities or bank loans, and (b) is advised or managed by such holder, the
same investment advisor as such holder or by an affiliate of such holder or such
investment advisor.

     

    “Required
Holders” means, at any
time, the holders of not less than 51% in principal amount of the Notes at the
time outstanding (exclusive of Notes then owned by the Company or any of its
Affiliates and any Notes held by parties who are contractually required to
abstain from voting with respect to matters affecting the holders of the
Notes).

     

    “Responsible
Officer” means any Senior
Financial Officer and any other officer of the Company with responsibility for
the administration of the relevant portion of this
Agreement.

     

    “Restricted
Subsidiary” means any
Subsidiary (a) in which at least a majority of the voting securities are owned
by the Company and/or one or more  Restricted Subsidiaries and (b)
which the Company has not designated as an Unrestricted Subsidiary by notice in
writing given to the holders of the Notes.

     

    “Securities” or “Security” shall have the meaning specified in
Section 2(1) of the Securities Act.

     

    “Securities
Act” means the Securities
Act of 1933, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.

     

    “Senior
Debt” means, as of the
date of any determination thereof, all Consolidated Debt, other than
Subordinated Debt.

    


    
      
        

      



    21 We have deleted the phrase “being
prepaid pursuant to Section 10.4(2)”, which previously appeared at the end
of the Section, and inserted “outstanding” because the phrase didn’t appear to
work.  Thus, if asset sale proceeds of 90 are going to be applied to
pay a portion of the Notes (with an aggregate outstanding principal amount of
250) and a portion of bank debt (with an aggregate outstanding principal amount
of 500), 30 should be applied to the Notes and 60 to the bank
debt.  As originally written, assuming one note of 150 and another
note of 100, the formula would require prepayment of the first Note in an amount
equal to 90 x 150/90 and a prepayment of the second note in an amount equal to
90 x 100/90.

     

    
      
         


      

      
        60

        
          

        

      

      
         


      

    


    “Senior Financial
Officer” means the chief
financial officer, principal accounting officer, treasurer or comptroller of the
Company.

     

    “Source” is defined in Section
6.3.

     

    “Subordinated
Debt” means all unsecured
Debt of the Company which shall contain or have applicable thereto subordination
provisions providing for the subordination thereof to other Debt of the Company
(including, without limitation, the obligations of the Company under this
Agreement or the Notes).

     

    “Subsidiary” means, as to any Person, any
corporation, association or other business entity in which such Person or one or
more of its Subsidiaries or such Person and one or more of its Subsidiaries owns
sufficient equity or voting interests to enable it or them (as a group)
ordinarily, in the absence of contingencies, to elect a majority of the
directors (or Persons performing similar functions) of such entity, and any
partnership or joint venture if more than a 50% interest in the profits or
capital thereof is owned by such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries (unless such partnership can and
does ordinarily take major business actions without the prior approval of such
Person or one or more of its Subsidiaries).  Unless the context
otherwise clearly requires, any reference to a “Subsidiary” is a reference to a
Subsidiary of the Company.

     

    “Subsidiary
Guarantor” means each
Subsidiary that is party to the Subsidiary Guaranty.

     

    “Subsidiary
Guaranty” means a
subsidiary guaranty agreement executed and delivered in connection with
Section 9.8 of the Agreement.

     

    “Successor
Corporation” is defined in
Section 10.5(a).

     

    “Transition
Period” means the period
commencing on the date the Company or any Restricted Subsidiary acquires any
Person or line of business and ending on the last day of the fourth full fiscal
quarter following the date of the consummation of such acquisition, provided that, at the time of such acquisition
and after giving effect thereto, the Company and its Restricted Subsidiaries are
in compliance with Section 10.8.

     

    “Unrestricted
Subsidiary” means any
Subsidiary so designated by the Company.

    


    “USA Patriot
Act” means United States
Public Law 107-56, Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of
2001, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.

    


    “Voting
Stock” means, with respect
to any Person, any class of shares of stock or other equity interests of such
Person having general voting power under ordinary circumstances to elect the
board of directors or other managing entities, as appropriate, of such Person
(irrespective of whether or not at the time stock of any other class or classes
or other equity interests of such Person shall have or might have voting power
by reason of the happening of any contingency).

     

    
      
         


      

      
        61

        
          

        

      

      
         


      

    


    SCHEDULE
5.4

    


    Subsidiaries
of the Company, Ownership of Subsidiary Stock, Affiliates

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Subsidiary

                            	 	
                              Jurisdiction
      of
Incorporation

                            	 	
                              Designation22

                            	 	
                              Ownership23

                            	 
	
                              Ceramco
      Europe Limited

                            	 	
                              Cayman
      Islands

                            	 	
                              U

                            	 	 
      	 
	
                              Ceramco
      Manufacturing B.V.

                            	 	
                              Netherlands

                            	 	
                              R

                            	 	 
      	 
	
                              CeraMed
      Dental L.L.C.

                            	 	
                              Delaware,
      USA

                            	 	
                              R

                            	 	 
      	 
	
                              Cicero
      Dental Systems B.V.

                            	 	
                              Netherlands

                            	 	
                              R

                            	 	 
      	 
	
                              De
      Trey do Brasil Industria e Comercio Ltda.

                            	 	
                              Brazil

                            	 	
                              U

                            	 	 
      	 
	
                              Degpar
      Participacoes e Empreendimentos S.A.

                            	 	
                              Brazil

                            	 	
                              U

                            	 	
                              99.99994

                            	% 
	
                              DeguDent
      Austria Handels GmbH

                            	 	
                              Austria

                            	 	
                              R

                            	 	 
      	 
	
                              DeguDent
      Benelux B.V.

                            	 	
                              Amsterdam

                            	 	
                              R

                            	 	 
      	 
	
                              DeguDent
      da Amazonia Industria e Comercio Ltda.

                            	 	
                              Brazil

                            	 	
                              U

                            	 	 
      	 
	
                              DeguDent
      GmbH

                            	 	
                              Germany

                            	 	
                              R

                            	 	 
      	 
	
                              DeguDent
      Industria e Comercio Ltda.

                            	 	
                              Brazil

                            	 	
                              U

                            	 	 
      	 
	
                              Dental
      Depot Lomberg B.V.

                            	 	
                              Netherlands

                            	 	
                              R

                            	 	 
      	 
	
                              Dental
      Trust B.V.

                            	 	
                              Netherlands

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      (Singapore) Pte. Ltd.

                            	 	
                              Singapore

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      (Tianjin) International Trading Co. Ltd.

                            	 	
                              China

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      Argentina S.A.C.e I.

                            	 	
                              Argentina

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      Australia Pty. Ltd.

                            	 	
                              Victoria,
      Australia

                            	 	
                              R

                            	 	 
      	 
	
                              DENTSPLY
      Canada Ltd.

                            	 	
                              Canada

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      Chile Comercial Limitada

                            	 	
                              Santiago,
      Chile

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      De Trey GmbH

                            	 	
                              Langen/Hessen,
      Germany

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      De Trey S.a.r.l.

                            	 	
                              Canton
      de Vaud, Switzerland

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      Dental (Tianjin) Co. Ltd.

                            	 	
                              China

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      Espana, SL

                            	 	
                              Madrid,
      Spain

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      EU Holding, S.a.r.l.

                            	 	
                              Luxembourg

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      Europe S.a.r.l.

                            	 	
                              Luxembourg

                            	 	
                              R

                            	 	 
      	 
	
                              DENTSPLY
      Finance Co.

                            	 	
                              Delaware,
      USA

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      France SAS

                            	 	
                              Nanterre,
      France

                            	 	
                              R

                            	 	 
      	 
	
                              DENTSPLY
      Friadent Benelux NV/SA

                            	 	
                              Belgium

                            	 	
                              R

                            	 	 
      	 
	
                              DENTSPLY
      Friadent Espana S.A.

                            	 	
                              Madrid,
      Spain

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      Friadent Scandinavia ApS

                            	 	
                              Denmark

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      Germany Holdings GmbH

                            	 	
                              Germany

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      Germany Investments GmbH

                            	 	
                              Germany

                            	 	
                              R

                            	 	 
      	 
	
                              DENTSPLY
      Holding Company

                            	 	
                              Delaware,
      USA

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      India Private Limited

                            	 	
                              India

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      Industria e Comercio Ltda.

                            	 	
                              Brazil

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      Investments & Co. KG

                            	 	
                              Germany

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      Israel Ltd.

                            	 	
                              Israel

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      Italia Sr.L.

                            	 	
                              Italy

                            	 	
                              R

                            	 	 
      	 
	
                              DENTSPLY
      Korea Ltd.

                            	 	
                              Seoul,
      Republic of Korea

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      Limited

                            	 	
                              Cayman
      Islands

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      LLC

                            	 	
                              Delaware,
      USA

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      Luxembourg S.a.r.l.

                            	 	
                              Luxembourg

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      Mexico, S.A. de C.V.

                            	 	
                              Mexico

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      New Zealand Limited

                            	 	
                              Auckland,
      NZ

                            	 	
                              R

                            	 	 
      	 
	
                              DENTSPLY
      North America LLC

                            	 	
                              Delaware,
      USA

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      Philippines, Inc. (Dentsply (Phils.) Inc.)

                            	 	
                              Philippines

                            	 	
                              U

                            	 	 
      	 
	
                              DENTSPLY
      Prosthetics U.S. LLC

                            	 	
                              Delaware,
      USA

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      Russia Ltd.

                            	 	
                              United
      Kingdom

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      Services (Switzerland) S.a.r.l.

                            	 	
                              Switzerland

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      South Africa (Pty.) Ltd.

                            	 	
                              South
      Africa

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      Sweden AB

                            	 	
                              Sweden

                            	 	
                              U

                            	 	 
      	 
	
                              Dentsply
      Switzerland Holdings SA

                            	 	
                              Switzerland

                            	 	
                              R

                            	 	 
      	 
	
                              Dentsply
      Thailand Ltd.

                            	 	
                              Thailand

                            	 	
                              U

                            	 	 
      	 
	
                              DENTSPLY-Sankin
      K.K.

                            	 	
                              Japan

                            	 	
                              R

                            	 	
                              96.82

                            	% 


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        62

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        Dentsply
      Friadent Turkey

                      	 	
                        Istanbul,
      Turkey

                      	 	
                        U

                      	 	 
      	 
	
                        DLA
      Pharmaceutical Ltda.

                      	 	
                        Brazil

                      	 	
                        U

                      	 	 
      	 
	
                        DPLA
      Participaçoes Ltda.

                      	 	
                        Brazil

                      	 	
                        U

                      	 	 
      	 
	
                        DSHealthcare
      Inc.

                      	 	
                        Delaware,
      USA

                      	 	
                        R

                      	 	 
      	 
	
                        Ducera
      Dental Verwaltungs GmbH

                      	 	
                        Friedburg,
      Germany

                      	 	
                        R

                      	 	 
      	 
	
                        E.
      S. Healthcare N.V.

                      	 	
                        Belgium

                      	 	
                        R

                      	 	 
      	 
	
                        E.S.
      Holding

                      	 	
                        Belgium

                      	 	
                        R

                      	 	 
      	 
	
                        E.S.
      Tooling

                      	 	
                        Belgium

                      	 	
                        R

                      	 	 
      	 
	
                        Elephant
      Dental B.V.

                      	 	
                        Noordwest-Holland

                      	 	
                        R

                      	 	 
      	 
	
                        Elephant
      Dental GmbH

                      	 	
                        Netherlands

                      	 	
                        R

                      	 	 
      	 
	
                        EndoAction
      Inc.

                      	 	
                        Delaware,
      USA

                      	 	
                        R

                      	 	 
      	 
	
                        Friadent
      Brasil Ltda.

                      	 	
                        Brazil

                      	 	
                        U

                      	 	
                        98.33

                      	% 
	
                        Friadent
      GmbH

                      	 	
                        Germany

                      	 	
                        R

                      	 	 
      	 
	
                        Friadent
      Schweiz AG

                      	 	
                        Switzerland

                      	 	
                        U

                      	 	 
      	 
	
                        GAC
      Deutschland GmbH

                      	 	
                        Germany

                      	 	
                        R

                      	 	 
      	 
	
                        GAC
      International LLC

                      	 	
                        Delaware,
      USA

                      	 	
                        R

                      	 	 
      	 
	
                        GAC
      Ortho A.S. (a/k/a GAC Norge)

                      	 	
                        Norway

                      	 	
                        U

                      	 	 
      	 
	
                        GAC,
      S.A.

                      	 	
                        Switzerland

                      	 	
                        R

                      	 	 
      	 
	
                        Maillefer
      Instruments Consulting, S.a.r.l.

                      	 	
                        Switzerland

                      	 	
                        R

                      	 	 
      	 
	
                        Maillefer
      Instruments Holding, S.a.r.l.

                      	 	
                        Switzerland

                      	 	
                        R

                      	 	 
      	 
	
                        Maillefer
      Instruments Manufacturing, S.a.r.l.

                      	 	
                        Switzerland

                      	 	
                        R

                      	 	 
      	 
	
                        Maillefer
      Instruments Trading, S.a.r.l.

                      	 	
                        Switzerland

                      	 	
                        R

                      	 	 
      	 
	
                        Materialise
      Dental, Inc.

                      	 	
                        Maryland,
      USA

                      	 	
                        R

                      	 	
                        46

                      	% 
	
                        Materialise
      Dental NV

                      	 	
                        Netherlands

                      	 	
                        R

                      	 	
                        46

                      	
                        %

                      
	
                        Materialise-Yokogawa,
      Inc.

                      	 	
                        Japan

                      	 	
                        R

                      	 	
                        65

                      	% 
	
                        Orthodental
      International, Inc.

                      	 	
                        California,
      USA

                      	 	
                        U

                      	 	
                        92

                      	% 
	
                        Orthodental
      S.A. de C.V.

                      	 	
                        Mexico

                      	 	
                        U

                      	 	
                        93.2

                      	% 
	
                        Osteointegration
      Materials LLC

                      	 	
                        Delaware,
      USA

                      	 	
                        R

                      	 	 
      	 
	
                        Prident
      (Shanghai) Dental Medical Devices Co., Ltd.

                      	 	
                        Minhang
      District, China

                      	 	
                        U

                      	 	 
      	 
	
                        Prident
      International, Inc.

                      	 	
                        California,
      USA

                      	 	
                        U

                      	 	 
      	 
	
                        Probem
      Laboratorio de Produtos Farmaceuticos e Odontologicos S.A.

                      	 	
                        Brazil

                      	 	
                        U

                      	 	
                        60

                      	% 
	
                        PT
      Dentsply Indonesia

                      	 	
                        Indonesia

                      	 	
                        U

                      	 	 
      	 
	
                        Raintree
      Essix Inc.

                      	 	
                        Delaware,
      USA

                      	 	
                        R

                      	 	 
      	 
	
                        Ransom
      & Randolph Company

                      	 	
                        Delaware,
      USA

                      	 	
                        R

                      	 	 
      	 
	
                        Sankin
      Laboratories K.K.

                      	 	
                        Japan

                      	 	
                        R

                      	 	 
      	 
	
                        SOF
      (Societe d’Orthodontie Francais), S.A.

                      	 	
                        France

                      	 	
                        R

                      	 	 
      	 
	
                        Tulsa
      Dental Products LLC

                      	 	
                        Delaware,
      USA

                      	 	
                        R

                      	 	 
      	 
	
                        Tulsa
      Finance Co.

                      	 	
                        Delaware,
      USA

                      	 	
                        R

                      	 	 
      	 
	
                        VDW
      GmbH

                      	 	
                        Germany

                      	 	
                        R

                      	 	 
      	 
	
                        Zhermack
      GmbH

                      	 	
                        Germany

                      	 	
                        U

                      	 	
                        36

                      	% 
	
                        Zhermack
      Inc.

                      	 	
                        Nevada,
      USA

                      	 	
                        R

                      	 	
                        57

                      	% 
	
                        Zhermack
      International S.a.r.l.

                      	 	
                        Luxembourg

                      	 	
                        R

                      	 	
                        57.89

                      	% 
	
                        Zhermack
      S.p.A.

                      	 	
                        Badia
      Polesine, Italy

                      	 	
                        R

                      	 	
                        60

                      	% 
	
                        Zhermack
      Sp. z.o.o. (a/k/a/ Zhermapol)

                      	 	
                        Warsaw,
      Poland

                      	 	
                        U

                      	 	
                        48.15

                      	% 


              

            

          

        

      

    

    


    
      
        

      



    22 U = Unrestricted; R = Restricted, as
such terms are defined in the Note Purchase Agreement

     

    23 All ownership is 100% by DENTSPLY
International Inc. and/or its Subsidiaries, except where specifically noted
otherwise.

     

    
      
         


      

      
        63

        
          

        

      

      
         


      

    


    SCHEDULE
5.11

     

    Licenses,
Permits, Etc.

     

    None.


    
      
         


      

      
        64

        
          

        

      

      
         


      

    

    


    Schedule
5.15

    Existing
Debt; Future Liens

    Outstanding
Debt of the Company and its Restricted Subsidiaries

    as of
June 30, 2009

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Source

                            	 	
                              Currency

                            	 	
                              FC Principal

                            	 	 	
                              FX

                            	 	 	
                              USD Equivalent

                            	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 
	
                              Commercial
      Paper

                            	 	 
      	 	 	 	 	 	 	 	 	 
	
                              USD
      Commercial Paper

                            	 	
                              USD

                            	 	 	35,000,000	 	 	$	1.000	 	 	$	35,000,000	 
	
                              subtotal

                            	 	 
      	 	 	 	 	 	 	 	 	 	$	35,000,000	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Revolving
      Credit Loans

                            	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                              due
      9/1/2009

                            	 	
                              CHF

                            	 	 	65,000,000	 	 	$	1.085	 	 	$	59,905,405	 
	
                              subtotal

                            	 	 
      	 	 	 	 	 	 	 	 	 	$	59,905,405	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Private
      Placement Notes

                            	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Various

                            	 	
                              USD

                            	 	 	150,000,000	 	 	$	1.000	 	 	$	150,000,000	 
	
                              Various

                            	 	
                              JPY

                            	 	 	12,552,500,000	 	 	 	96.310	 	 	$	130,334,344	 
	
                              subtotal

                            	 	 
      	 	 	 	 	 	 	 	 	 	$	280,334,344	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Checks
      issued not cleared

                            	 	
                              USD

                            	 	 	1,637,817	 	 	$	1.000	 	 	$	1,637,817	 
	
                              Citibank
      NA, London

                            	 	
                              MXN

                            	 	 	2,814	 	 	 	13.168	 	 	$	213	 
	
                              Fair
      Value of Derivatives

                            	 	 
      	 	 	 	 	 	 	 	 	 	$	149,971,200	 
	
                              Guarantee/Letters
      of Credit

                            	 	 
      	 	 	 	 	 	 	 	 	 	$	9,195,475	 
	
                              Subtotal
      Dentsply International Inc

                            	 	 	 	 	 	 	 	 	 	$	536,044,453	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Subsidiary
      Bank Debt

                            	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Citibank
      NA, London

                            	 	
                              EUR

                            	 	 	392,873	 	 	$	1.4047	 	 	$	551,868	 
	
                              Various,
      Italy

                            	 	
                              EUR

                            	 	 	13,042,632	 	 	$	1.4047	 	 	$	18,320,972	 
	
                              Fried
      Van Craen, Belgium

                            	 	
                              EUR

                            	 	 	1,239,912	 	 	$	1.4047	 	 	$	1,741,703	 
	
                              BMO,
      Canada

                            	 	
                              CAD

                            	 	 	326,165	 	 	$	1.161	 	 	$	280,898	 
	
                              BBVA,
      San Juan

                            	 	
                              USD

                            	 	 	16,333	 	 	$	1.000	 	 	$	16,333	 
	
                              subtotal

                            	 	 
      	 	 	 	 	 	 	 	 	 	$	20,911,775	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Capital
      Lease Obligations

                            	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Canon
      - Equipment, France

                            	 	
                              EUR

                            	 	 	18,308	 	 	$	1.4047	 	 	$	25,717	 
	
                              Volksbank
      - Building, Germany

                            	 	
                              EUR

                            	 	 	220,000	 	 	$	1.4047	 	 	$	309,034	 
	
                              Various
      - Italy

                            	 	
                              EUR

                            	 	 	13,191,334	 	 	$	1.4047	 	 	$	18,529,853	 
	
                              De
      Lage Landen - Equipment, Belgium

                            	 	
                              EUR

                            	 	 	9,449	 	 	$	1.4047	 	 	$	13,272	 
	
                              Prolift
      - Equipment, Englewood NJ

                            	 	
                              USD

                            	 	 	2,709	 	 	$	1.000	 	 	$	2,709	 
	
                              subtotal

                            	 	 
      	 	 	 	 	 	 	 	 	 	$	18,880,585	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Consolidated
      Debt of Company & Restricted Subsidiaries

                            	 	 	 	 	 	 	$	575,836,814	 


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        65

        
          

        

      

      
         


      

    

     

    Schedule
10.3

    Existing
Liens

    of the
Company and its Restricted Subsidiaries
as of
June 30, 2009

    


    
      
        
          
            
              
                
                  	
                          Letters
      of Credit Guarantees

                        	 	
                          Issuer

                        	 	 	
                          Beneficiary

                        	 	 	
                          USD Equivalent

                        	 
	 
      	 	 	 	 	 	 	 	 	 
	
                          Standby
      Letter of Credit

                        	 	
                          M&T
      Bank

                        	 	 	
                          Travelers
      Indemnity

                        	 	 	$	5,900,000	 
	
                          Letter
      of Credit

                        	 	
                          M&T
      Bank

                        	 	 	
                          MSNQ
      Continental Associates LLC

                        	 	 	$	25,249	 
	
                          Letter
      of Credit

                        	 	
                          Citibank

                        	 	 	
                          Belastingdienst
      Rijnmond

                        	 	 	$	49,164	 
	
                          Letter
      of Credit

                        	 	
                          Citibank

                        	 	 	
                          Kuehne
      Nagel

                        	 	 	$	49,164	 
	
                          Guarantee

                        	 	
                          Citibank

                        	 	 	
                          German
      Government

                        	 	 	$	1,095,665	 
	
                          Guarantee

                        	 	
                          Citibank

                        	 	 	
                          French
      Government

                        	 	 	$	2,076,232	 
	
                          subtotal

                        	 	 	 	 	 	 	 	$	9,195,475	 
	 
      	 	 	 	 	 	 	 	 	 	 
	
                          Capital
      Lease Obligations

                        	 	
                          FC Principal

                        	 	 	
                          FX

                        	 	 	
                          USD Equivalent

                        	 
	
                          Canon
      - Equipment, France

                        	 	 	18,308	 	 	$	1.4047	 	 	$	25,717	 
	
                          Volksbank
      - Building, Germany

                        	 	 	220,000	 	 	$	1.4047	 	 	$	309,034	 
	
                          Various
      - Italy

                        	 	 	13,191,334	 	 	$	1.4047	 	 	$	18,529,853	 
	
                          De
      Lage Landen - Equipment, Belgium

                        	 	 	9,449	 	 	$	1.4047	 	 	$	13,272	 
	
                          Prolift
      - Equipment, Englewood NJ

                        	 	 	2,709	 	 	$	1.0000	 	 	$	2,709	 
	
                          subtotal

                        	 	 	 	 	 	 	 	 	 	$	18,880,585	 


                

              

            

          

        

      

    

     

    
      
         


      

      
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    EXHIBIT
1

    [Form
of Note]

    


    Dentsply
International Inc.

     

    4.11%
Senior Note due [_______]24

    


    
      	
              No.  [_______]

            	
              [Date]

            
	
              $[__________]

            	
              PPN
      [________]

            


    

     

    For Value Received, the undersigned,
Dentsply International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to
[_____________________] or registered assigns, the principal sum of
[______________] Dollars (or so much thereof as shall not have been prepaid) on
[_______] with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance thereof at the rate of 4.11% per
annum (subject to increase as provided in the Note Purchase Agreement referred
to below) from the date hereof until maturity, payable semi-annually on the
[____] day of each [_______] and [_______] in each year, commencing [_______],
until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law, at the Default Rate (as defined in the Note
Purchase Agreement referred to below), on any overdue payment of interest and,
during the continuance of an Event of Default, on the unpaid balance hereof and
on any overdue payment of any Make-Whole Amount, payable semi-annually as
aforesaid (or, at the option of the registered holder hereof, on
demand).

     

    Payments of principal of, interest on
and any Make-Whole Amount with respect to this Note are to be made in lawful
money of the United States of America at the principal office of Bank of
America, N.A. in New York, New York or at such other place as the Company shall
have designated by written notice to the holder of this Note as provided in the
Note Purchase Agreement referred to below.

     

    This Note is one of a series of Senior
Notes (herein called the “Notes”) issued pursuant to the Note Purchase
Agreement, dated as of October 16, 2009 (as from time to time amended,
supplemented or modified, the “Note Purchase
Agreement”), between the
Company and the respective Purchasers named therein and is entitled to the
benefits thereof.  Each holder of this Note will be deemed, by its
acceptance hereof, to have (i) agreed to the confidentiality provisions set
forth in Section 20 of the Note Purchase Agreement and (ii) made the
representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may
(in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by
any holder of any Note will not constitute a non-exempt prohibited transaction
under section 406(a) of ERISA.  Unless otherwise indicated,
capitalized terms used in this Note shall have the respective meanings ascribed
to such terms in the Note Purchase Agreement.

     

    
      

    

     

    24 Actual maturity date and all interest
date information to be inserted before Closing.


    
      
         


      

      
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    This Note is a registered Note and, as
provided in the Note Purchase Agreement, upon surrender of this Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or such holder’s
attorney duly authorized in writing, a new Note for a like principal amount will
be issued to, and registered in the name of, the transferee.  Prior to
due presentment for registration of transfer, the Company may treat the person
in whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.

     

    The Company will make required
prepayments of principal on the date and in the amounts specified in the Note
Purchase Agreement.  This Note is subject to optional prepayment, in
whole or from time to time in part, at the times and on the terms specified in
the Note Purchase Agreement, but not otherwise.

     

    If an Event of Default, as defined in
the Note Purchase Agreement, occurs and is continuing, the principal of this
Note may be declared or otherwise become due and payable in the manner, at the
price (including the applicable Make-Whole Amount) and with the effect provided
in the Note Purchase Agreement.

     

    This Note shall be construed and
enforced in accordance with, and the rights of the issuer and holder hereof
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 require the application of the
laws of a jurisdiction other than such State.

     

    
      	 
      	
              Dentsply
      International Inc.

            
	 
      	 
      
	 
      	
              By

            
	 
      	
              Name:

            
	 
      	
              Title:

            


    

     

    
      
         


      

      
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              EXHIBIT
      4.4(a)

            


    

     

    Form
of Opinion of General Counsel

    to
the Company

     

    The closing opinion of Brian Addison,
General Counsel of the Company, which is called for by Section 4.4 of the
Note Purchase Agreement, shall be dated the date of Closing and addressed to the
Purchasers, shall be satisfactory in scope and form to each Purchaser and shall
be to the effect that:

     

    1.         
The Company has the full
corporate power and the corporate authority to conduct the activities in which
it is now engaged, has the corporate power and authority to execute and perform
the Note Purchase Agreement and to issue the Notes and is duly licensed or
qualified and is in good standing as a foreign corporation in each jurisdiction
in which the character of the properties owned or leased by it or the nature of
the business transacted by it makes such licensing or qualification necessary
except in jurisdictions where the failure to be so qualified or licensed would
not have a material adverse effect on the business of the
Company.

     

    2.           Each
Subsidiary is a corporation or similar legal entity, duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, and is duly licensed or qualified and is in good standing in each
jurisdiction in which the character of the properties owned or leased by it or
the nature of the business transacted by it makes such licensing or
qualification necessary except in jurisdictions where the failure to be so
qualified or licensed would not have a material adverse effect on the business
of such Subsidiary.  All of the issued and outstanding shares of
capital stock or similar equity interests of each such Subsidiary have been duly
issued, are fully paid and non-assessable and are owned by the Company, by one
or more Subsidiaries, or by the Company and one or more
Subsidiaries.

     

    3.           The
issuance and sale of the Notes, the execution, delivery and performance by the
Company of the Note Purchase Agreement, and the execution, delivery and
performance by each Subsidiary Guarantor of the Subsidiary Guaranty do not
violate any provision of any law or other rule or regulation of any Governmental
Authority applicable to the Company or any such Subsidiary Guarantor or conflict
with or result in any breach of any of the provisions of or constitute a default
under or result in the creation or imposition of any Lien upon any property of
the Company or any such Subsidiary Guarantor pursuant to the provisions of the
Articles or Certificate of Incorporation or By-laws, or such similar
organizational or governing instrument, as the case may be, of the Company or
such Subsidiary Guarantor or any agreement or other instrument known to such
counsel to which the Company or any such Subsidiary Guarantor is a party or by
which the Company or any such Subsidiary Guarantor may be
bound.

     

    4.           There
are no actions, suits or proceedings pending or, to the knowledge of such
counsel after due inquiry, threatened against or affecting the Company or any
Subsidiary in any court or before any governmental authority or arbitration
board or tribunal which, if adversely determined, would have a materially
adverse effect on the properties, business, profits or condition, (financial or
otherwise) of the Company and its Subsidiaries or the ability of
the

     

    
      
         


      

      
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    Company to perform its obligations
under the Note Purchase Agreement and the Notes or on the legality, validity or
enforceability of the Company’s obligations under the Note Purchase Agreement
and the Notes.  To the knowledge of such counsel, neither the Company
nor any Subsidiary is in default with respect to any court or governmental
authority, or arbitration board or tribunal.

     

    5.           The
Note Purchase Agreement has been duly authorized by all necessary corporate
action on the part of the Company, has been duly executed and delivered by the
Company and constitutes the legal, valid and binding contract of the Company
enforceable against the Company in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance and similar laws affecting
creditors’ rights generally, and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in
equity or at law).

     

    6.           The
Notes have been duly authorized by all necessary corporate action on the part of
the Company, have been duly executed and delivered by the Company and constitute
the legal, valid and binding contract of the Company enforceable against the
Company in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent conveyance and similar laws affecting creditors’ rights generally,
and general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at
law).

     

    7.           No
approval, consent or withholding of objection on the part of, or filing,
registration or qualification with, any governmental body, Federal or state, is
necessary in connection with the execution and delivery of the Note Purchase
Agreement or the Notes.

     

    8.           The
issuance, sale and delivery of the Notes under the circumstances contemplated by
the Note Purchase Agreement do not, under existing law, require the registration
of the Notes under the Securities Act of 1933, as amended, or the qualification
of an indenture under the Trust Indenture Act of 1939, as
amended.

     

    9.           Neither
the issuance of the Notes nor the application of the proceeds of the sale of the
Notes will violate or result in a violation of Section 7 of the Securities
Exchange Act of 1934, as amended, or any regulation issued pursuant thereto,
including, without limitation, Regulation T, U or X of the Board of
Governors of the Federal Reserve System.

     

    10.           The
Company is not an “investment company” or a company “controlled” by an
“investment company,” within the meaning of the Investment Company Act of 1940,
as amended.

     

    The opinion shall also cover such other
matters relating to the sale of the Notes as each Purchaser may reasonably
request and successors and assigns of the Purchasers shall be entitled to rely
on such opinion.  With respect to matters of fact on which such
opinion is based, such counsel shall be entitled to rely on appropriate
certificates of public officials and other officers of the Company and its
Subsidiaries.


    
      
         


      

      
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              EXHIBIT
      4.4(b)

            


    

     

    Form
of Opinion of Special Counsel

    to
the Purchasers

     

    The closing opinion of Bingham
McCutchen LLP, special counsel to the Purchasers, called for by Section 4.4 of
the Note Purchase Agreement, shall be dated the date of Closing and addressed to
each Purchaser, shall be satisfactory in form and substance to each Purchaser
and shall be to the effect that:

     

    1.           The
Company is a corporation, validly existing and in good standing under the laws
of its jurisdiction of incorporation and has the corporate power and the
corporate authority to execute and deliver the Note Purchase Agreement and to
issue the Notes.

     

    2.           The
Note Purchase Agreement has been duly authorized by all necessary corporate
action on the part of the Company, has been duly executed and delivered by the
Company and constitutes the legal, valid and binding contract of the Company
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance and similar laws affecting creditors’ rights generally,
and general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at
law).

     

    3.           The
Notes have been duly authorized by all necessary corporate action on the part of
the Company, and the Notes being delivered on the date hereof have been duly
executed and delivered by the Company and constitute the legal, valid and
binding obligations of the Company enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent conveyance and similar laws
affecting creditors’ rights generally, and general principles of equity
(regardless of whether the application of such principles is considered in a
proceeding in equity or at law).

     

    4.           The
issuance, sale and delivery of the Notes and the execution and delivery of the
Subsidiary Guaranty under the circumstances contemplated by the Note Purchase
Agreement and the Subsidiary Guaranty do not, under existing law, require the
registration of the Notes or the Subsidiary Guaranty under the Securities Act of
1933, as amended, or the qualification of an indenture under the Trust Indenture
Act of 1939, as amended.

     

    With respect to matters of fact upon
which such opinion is based, Bingham McCutchen LLP may rely on appropriate
certificates of public officials and officers of the Company and upon
representations of the Company and the Purchasers delivered in connection with
the issuance and sale of the Notes.

     

    In rendering the opinion set forth in
paragraph 1 above, Bingham McCutchen LLP may rely, as to matters referred to in
paragraph 1, solely upon an examination of the Articles of Incorporation
certified by, and a certificate of good standing of the Company from, the
Secretary of State of the State of Delaware, the Bylaws of the Company and the
general business corporation law of the State of Delaware.  The
opinion of Bingham McCutchen LLP is limited to the laws of the State of New
York, the general business corporation law of the State of Delaware and the
Federal laws of the United States.


    
      
         


      

      
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