Exhibit 10.8


CONFIDENTIAL
TREATMENT REQUESTED

CONSOLIDATED AND RESTATED AMENDMENT TO 

DISTRIBUTORSHIP AGREEMENT


This Consolidated and Restated Amendment to Distributorship
Agreement (this “Amendment”) is made and entered into
as of the ___ day of June, 2005 (the “Effective Date”) by and between Patterson Companies, Inc., a corporation
organized under the laws of the State of Minnesota (“Patterson”), and Sirona Dental Systems GmbH, a limited
liability company organized under the laws of the Federal Republic of Germany (“Sirona”).
Patterson and Sirona are sometimes collectively referred to as the “Parties”
and each individually as a “Party.”


RECITALS:


WHEREAS, the Parties entered into a
Distributorship Agreement dated by Patterson April 24, 1998 and dated by Sirona
April 27, 1998 (the “Distributorship Agreement”), a copy of which is
attached to this Amendment and incorporated herein;


WHEREAS, the Parties entered into five
agreements amending the Distributorship Agreement (together, the “Prior
Amendments”), a copy of each of which is attached to this Amendment and
incorporated herein;


WHEREAS, the Parties desire by this
Amendment to amend further the Distributorship Agreement and to consolidate
those further amendments with the Prior Amendments so that the Distributorship
Agreement, as modified by this Amendment, will be a fully-integrated agreement
as of the Effective Date;


NOW, THEREFORE, in consideration of the
above premises and the mutual covenants in this Amendment, and for other good
and valuable consideration, given by each Party to the other, the sufficiency
and receipt of which are hereby acknowledged, the Parties, for themselves,
their successors and permitted assigns, intending to be legally bound, agree
that the Distributorship Agreement be amended as follows:


I.              Extension
of Exclusivity.  Section
17.1 of the Distributorship Agreement is deleted in its entirety and is
replaced by the following provision:


Subject to the
termination provisions set forth in item VIII of this Agreement (including the
duration of the exclusive provisions of the Distributorship Agreement), the
Distributorship Amendment is extended through September 30, 2017; that is, ten
years beyond the period of exclusivity granted under the fifth of the Prior
Amendments. Such ten-year extension will be deemed to be a new contract to take
effect on October 1, 2007 if the Distributorship Agreement is in full force and
effect on September 30, 2007 and will be governed under the terms of this
Amendment.


II.            Payment
for Extension of Exclusivity.  Patterson
will make a one-time payment to Sirona of $100 million to be paid by wire
transfer by June 30, 2005 in consideration of the additional ten (10) years of
exclusivity granted by this Amendment. 
For all economic purposes, Patterson and Sirona agree that the $100
million consideration will begin to be earned on October 1, 2007.











 


CONFIDENTIAL
TREATMENT REQUESTED


III.           Mutually Exclusive Arrangement.  Sections 1.3, 1.2 and 1.1 of the
Distributorship Agreement are deleted in their entirety and are replaced by the
following provisions:


A.            “Contractual
Products” means all current and future CAD-CAM
equipment manufactured by Sirona, solely or principally to produce dental
restorations in either the dental lab or in the dentist’s office.


Contractual Products will include activation keys,
spare parts, and repair exchange parts. For the avoidance of doubt, Contractual
Products will not include services that use CAD-CAM technology such as Sirona’s
infiniDent service, “specialty customized CAD/CAM solutions,” or consumables,
including, without limitation, blocks. For purposes of this item III.A, a
specialty customized CAD/CAM solution is a CAD/CAM product that is functionally
different from Contractual Products in a material way, including without
limitation custom modifications for individual customers, which difference has
the practical affect of excluding such product from the broad end-user market.


During the term of the Distributorship Agreement,
Patterson will have a right of first offer to be the exclusive distributor for
Sirona in the Territory of future CAD/CAM products designed solely or
principally to produce dental restorations in either the Dental lab or in the
dentist’s office, which products are acquired by Sirona from a third-party or
are produced by Sirona, but which products are materially different (other than
cosmetically) from Contractual Products and are not marketed under the Sirona
brand.  The right of first offer shall be
administered as follows:


1.             Before
Sirona markets such products itself or through others, it will first deliver to
Patterson a written offer prepared by Sirona (the “First Refusal Offer”),
which will be irrevocable for a period of 30 calendar days after delivery
thereof (the “First Refusal Offer Period”).  The First Refusal Offer will offer to
Patterson, or at Patterson’s election, to an Affiliate (defined in item XII.A)
of Patterson, the opportunity to enter into an exclusive arrangement with
Sirona with respect to such products in the Territory under the terms and
conditions of the Distributorship Agreement (with applicable changes to
consideration and other economic provisions as proposed by Sirona and agreed by
Patterson) for the then-remainder of the term of the Distributorship Agreement
(the “First Refusal Terms”).


2.             At
any time prior to the expiration of the First Refusal Offer Period, Patterson
will have the right to elect, by written notice to Sirona (the “First
Refusal Acceptance Notice”), to enter into an amended Distributorship
Agreement as set forth in the First Refusal Terms.  If Patterson delivers the First Refusal
Acceptance Notice prior to the expiration of the First Refusal Offer Period,
Patterson and Sirona will negotiate in good faith to enter into the amended
Distributorship Agreement within 30 days after Patterson’s delivery of the
First Refusal Acceptance Notice.


3.             If
(i) Patterson fails to deliver the First Refusal Acceptance Notice prior to the
expiration of the First Refusal Offer Period, or (ii) if the Parties fail to
enter in to an amended Distributorship Agreement within such 30-day period
after such 



 2
 








CONFIDENTIAL
TREATMENT REQUESTED


good-faith negotiations consistent with the
First Refusal Terms as the Parties may agree to modify them, then, Sirona will
be permitted to distribute such products in the Territory either itself (or
through a Sirona subsidiary or affiliate), or with an unrelated third-party on
arms-length terms which are not materially more favorable to the applicable
third-party than the First Refusal Terms. If Sirona does not commence such
distribution, itself or with such third-party within the 180-day period
immediately after the expiration of the First Refusal Offer Period, then the
distribution of such products in the Territory will again become subject to
Patterson’s right of first offer as set forth in this item III.A.


4.             Time
will be of the essence with respect to all time periods set forth in this item
III.A.


Annex 1 to the Distributorship Agreement, as amended,
is deleted in its entirety.  From time to
time upon Patterson’s request, Sirona will deliver a list of the then-current
Contractual Products.


B.            The
“Territory” covered by the Distributorship Agreement
will be the United States of America including its territories and possessions,
and Canada, including all of its provinces.


C.            Sirona’s
Exclusive to Patterson.  For
so long as Patterson provides Sirona with the exclusivity described in item
III.D, and subject to Sirona’s termination rights described in item VIII,
Sirona grants to Patterson the exclusive right to distribute (itself or through
an Affiliate) Contractual Products solely in the Territory to end users.  The exclusive is subject to Sirona’s right to
distribute (itself or through a subsidiary or affiliate) Contractual Products
to academic institutions and government agencies and facilities and to sell
dental restoration services.  Sirona will
be entitled to enlist Patterson’s help in providing technical services on a
fee-for-service basis.


D.            Patterson’s
Exclusive to Sirona.  For
so long as Sirona provides Patterson with the exclusivity described in item
III.C, and subject to Patterson’s termination rights described in item VIII,
Patterson will forbear from promoting or selling, directly or indirectly, in
the Territory any product that competes with Contractual Products or parts
therefor.


IV.             Dental Lab
Products.  Patterson will use
its best efforts to promote and sell Contractual Products to dental labs in the
Territory.  As such, Patterson will
assure that not later than October 1, 2005 each local Patterson branch has
readily available a demonstration unit for each type of Contractual Product
offered by Sirona specifically for dental lab use (“Dental Lab Products”).



 3
 








CONFIDENTIAL
TREATMENT REQUESTED


[*] designates
portions of this document that have been omitted pursuant to a request for

confidential treatment
filed separately with the Securities and Exchange Commission.


V.            [*]. 
Sirona intends to enter the market for [*]. For so
long as [*] are competitive in quality and price, Patterson will use its best
efforts to ensure that [*] are marketed actively.


VI.           Patterson’s Minimum Purchase
Requirements.  Section
2.4 of the Distributorship Agreement is deleted in its entirety and is replaced
by the following provisions:


A.            Minimum
Purchase Requirement.  Subject
to item VI.F, in each Sirona fiscal year (i.e., October 1 through September
30), Patterson will purchase from Sirona the dollar volume of Contractual
Products (based on net invoice price to Patterson) as set forth in the
following Table adjusted as described in B, below.


MINIMUM PURCHASE
REQUIREMENTS TABLE


	
   

  	
  Sirona Fiscal

  Year

  	
   

  	
  Total Annual 

  Minimum Purchase

  Requirement for

  eligible Contractual

  Products (US $)

  	
   

  	
  Growth

  from prior

  year

  	
   

  
	
   

  	
  2005/06

  	
   

  	
  $[*]

  	
   

  	
  [*]%

  	
   

  
	
   

  	
  2006/07

  	
   

  	
  $[*]

  	
   

  	
  [*]%

  	
   

  
	
   

  	
  2007/08

  	
   

  	
  $[*]

  	
   

  	
  [*]%

  	
   

  
	
   

  	
  2008/09

  	
   

  	
  $[*]

  	
   

  	
  [*]%

  	
   

  
	
   

  	
  2009/10

  	
   

  	
  $[*]

  	
   

  	
  [*]%

  	
   

  
	
   

  	
  2010/11

  	
   

  	
  $[*]

  	
   

  	
  [*]%

  	
   

  
	
   

  	
  2011/12

  	
   

  	
  $[*]

  	
   

  	
  [*]%

  	
   

  
	
   

  	
  2012/13

  	
   

  	
  $[*]

  	
   

  	
  [*]%

  	
   

  
	
   

  	
  2013/14

  	
   

  	
  $[*]

  	
   

  	
  [*]%

  	
   

  
	
   

  	
  2014/15

  	
   

  	
  $[*]

  	
   

  	
  [*]%

  	
   

  
	
   

  	
  2015/16

  	
   

  	
  $[*]

  	
   

  	
  [*]%

  	
   

  
	
   

  	
  2016/17

  	
   

  	
  $[*]

  	
   

  	
  [*]%

  	
   

  



 


B.        Adjustments
to Annual Minimum Quantities.   Subject to item
VI.F, for each Sirona fiscal year the minimum purchase requirement will be the
higher of (1) the minimum purchase requirement for such year as set forth in
the Table, or (2) the actual dollar volume of purchases (based on net invoice
price to Patterson) of Contractual Products during the last Sirona fiscal year
plus [*]% of such actual dollar volume. The annual purchase requirement as set
forth in the Table, as it may be adjusted by this provision, is referred to as
the “Minimum Purchase Requirement.”


C.            Easing
the  Minimum Purchase
Requirement.   The Minimum Purchase Requirement may be adjusted
to avoid Patterson being penalized for over-production or by unnecessary levels
of inventory. Therefore, the strict requirement of satisfying a Minimum
Purchase Requirement will be eased by either of the following mechanisms:



 4
 








CONFIDENTIAL TREATMENT REQUESTED


[*] designates
portions of this document that have been omitted pursuant to a request for
 confidential treatment filed separately
with the Securities and Exchange Commission.


1.             If,
in any Sirona fiscal year, the Minimum Purchase Requirement is not satisfied,
it will nevertheless be deemed to be satisfied if Patterson’s actual dollar
volume of purchases of Contractual Products for such year, plus its actual
dollar volume of purchases of Contractual Products during the last two
preceding Sirona fiscal years, is equal to or exceeds the total of the Minimum
Purchase Requirements for such three years; or


2.             If,
in any Sirona fiscal year, the Minimum Purchase Requirement is not satisfied by
[*]% or less, it will nevertheless be deemed to be satisfied if: (i) in the
next succeeding Sirona fiscal year, the actual dollar volume of purchases of
Contractual Products exceeds the Minimum Purchase Requirement for such year by
at least the amount of the deficiency in the last preceding year; or (ii) the
total of the actual dollar volume of purchases of Contractual Products in the
year of the deficiency plus the actual dollar volume of purchases of
Contractual Products in the Sirona fiscal year immediately preceding and immediately
subsequent to such year is equal to or exceeds the total of the Minimum
Purchase Requirements for such three years.


D.            Some Purchases Are Not Counted.   Some
products will not be included in the computation of Minimum Purchase
Requirement or in the determination of whether a Minimum Purchase Requirement
has been satisfied, even if such products are Contractual Products. These are
spare parts, repair exchange parts and activation keys. For the avoidance of
doubt, consumables (including, without limitation, blocks), CEREC Club
revenues, software revenues, and other services or maintenance revenues are not
considered in the determination of whether a Minimum Purchase Requirement has
been satisfied.


E.             Minimum Monthly Orders from
Patterson.   To help ensure even distribution of
Sirona manufacturing capacity, Patterson agrees to place a firm order mandating
that at least [*] of the Minimum Purchase Requirement in any year is delivered
to Patterson in each month of that year (the “Minimum Monthly Order”). For the
purposes of inventory reduction, Patterson may elect to skip one required
Minimum Monthly Order per year with 90 days’ prior notice to Sirona.


F.             Special Rules for Fiscal Years 2005-2007.    Notwithstanding
anything in this Amendment to the contrary, for purposes of determining Sirona’s
rights of termination under item VIII.A.4 of this Amendment, the Minimum
Purchase Requirements for Sirona fiscal years 2005/2006 and 2006/2007 will be
$[*] and $[*], respectively, instead of the higher requirements set forth in
the above Minimum Purchase Requirements Table for such years. For all other
purposes, the Minimum Purchase Requirements for Sirona fiscal years 2005/2006
and 2006/2007 will be as set forth in such Table, including without limitation for
calculations, including those in C of this item VI, if a Sirona fiscal year
after 2006/2007 is affected.



 5
 








CONFIDENTIAL
TREATMENT REQUESTED


[*] designates
portions of this document that have been omitted pursuant to a request for
 confidential treatment filed separately
with the Securities and Exchange Commission.


VII.         Prices of Contractual Products.    Section
8.2 of the Distributorship Agreement is deleted in its entirety and is replaced
by the following provisions:


A.            Current Prices and
Price Increases.    Prices for Contractual
Products, spare parts, repair exchange parts, and accessories of Contractual
Products will continue at their current levels which will be set forth in Annex
3. Annex 3 will be deemed amended at the time that the prices of new
Contractual Products are established or whenever prices of in-line Contractual
Products are changed, as follows:


1.             New Contractual Products.   Sirona
will establish the price of new Contractual Products (i.e., Contractual
Products that have significantly improved functionality, or have different
functionality than existing products).


2.             In-Line Contractual Products.   Sirona
will consider an annual price increase for in-line Contractual Products. Unless
the Parties otherwise agree in writing, the price of each Contractual Product
and each part and accessory for such Contractual Product will be increased
effective October 1 of each year during the term of the Distributorship
Agreement beginning October 1, 2005 by the greater of: (i) [*]%; or (ii) the
increase over the prior year in the Consumer Price Index for All Urban
Consumers, U.S. City Average, Base 1982-84 = 100.


3.             Exchange-Rate Effect.   All prices
will be stated in U.S. dollars. For the purpose of this Distributorship
Agreement, the baseline exchange rate will be 1 Euro equals USD [*].  If there is a change in this exchange rate
plus or minus an average of [*]% or more sustained over a rolling 30-day period
(the “Trigger Event”), one of the following two effects shall occur:


(i)      Should
the US dollar depreciate by more than [*]% (i.e., less than 1 Euro equals [*]
USD), Sirona will have the right to increase prices of Contractual Products, spare
parts, repair exchange parts, and accessories of Contractual Products by
applying all or a part of the new exchange rate upon not less than 30 days’
prior written notice to Patterson.


(ii)     Should
the US dollar appreciate by more than [*]% (i.e., greater than 1 Euro equals
[*] USD), Sirona will credit Patterson with [*]% of the incremental revenue,
calculated as set forth in the following sentence. Upon occurrence of the
Trigger Event, incremental revenue to be so credited will be calculated on the
day that Contractual Products that count toward the Minimum Purchase
Requirement (as described in item VI.D of this Amendment) are paid for by
Patterson, by the formula: [*] multiplied
by ([*], less the dollar exchange
rate listed at noon CET on the Frankfurt currency exchange), multiplied by the
price paid for such  Contractual Products.



 6
 








CONFIDENTIAL
TREATMENT REQUESTED


VIII.        Termination of the Agreement.   Sections
17.2 (including Subsections 17.2.1, 17.2.2 and 17.2.3), 17.3 (including
Subsections 17.3.1, 17.3.2 and 17.3.3) and 17.4 of the Distributorship
Agreement are deleted in their entirety and are replaced by the following
provisions:


A.
           Termination for Cause.   The
Distributorship Agreement will
continue for its full term unless it is earlier terminated, as follows:   Patterson and Sirona may each terminate the
Distributorship Agreement (or it may elect instead to terminate only the mutual
grants of exclusivity described in items III.C and D of this Amendment) upon written
notice to the other with immediate effect due to the following occurring to (or
in the case of a material breach committed by) the other Party:


1.             Force Majeure.   If an event of Force Majeure (defined
in item XII.A),  occurs that hinders a
Party’s performance under the Agreement for more than 6 months.


2.             Bankruptcy.   If either Sirona or Patterson becomes
insolvent, files or has filed against it a petition in bankruptcy, makes a
general assignment for the benefit of its creditors, has a receiver or trustee
appointed for its business, properties or assets, and such petition, other than
a petition filed by Sirona or Patterson, as the case may be, or appointment has
not been dismissed or withdrawn for 90 business days.


3.             Material Breach.   If Sirona or Patterson is in serious
default of a payment obligation (including, without limitation, failure to pay
timely an obligation more than 3 times in any Sirona fiscal year), or otherwise
materially breaches the Agreement. (A non-payment material breach is one that
(i) is adverse to the essential business value of the Agreement because of its
serious nature or its redundancy, (ii) breaches an obligation of
confidentiality under the Distributorship Agreement, (iii) infringes the other
Party’s intellectual property, or (iv) breaches an obligation under the
Distributorship Agreement with respect to the other Party’s trademarks or other
intellectual property).  For non-payment
material breaches, the non-breaching party will give notice of breach to the breaching
party and will provide 90 days to cure the breach if the breach is, in fact,
capable of being cured within that period. Certain essential non-payment
material breaches will be deemed non-curable and termination will be effective
upon 30 days’ written notice, as follows:


(a)  if
Sirona breaches its exclusive obligations to Patterson with respect to
Contractual Products, or, subject to Sirona’s rights described in the first
paragraph of item X, Sirona (x) discontinues the manufacture of
Contractual Products or (y) fails to deliver material quantities of
Contractual Products in accordance with confirmed delivery schedules by more
than 60 days more than 4 times in any Sirona fiscal year, each failure to
deliver being wholly independent of the others, in either case of (x) or
(y) other than as a result of an event of Force Majeure; and



 7
 








CONFIDENTIAL
TREATMENT REQUESTED


(b)  if (A) Patterson commits a
breach described in (ii) through (iv) of this item VIII.A.3, or (B) Patterson
breaches its exclusive obligations to Sirona with respect to Contractual
Products, or sells outside the Territory or sells to persons/entities other
than end users, or (C) (x) ownership of 30.1% or more of the equity securities
of Patterson entitled to vote or (y) the right to control the management or
policies of Patterson is acquired (directly or indirectly) by a company that
competes with Sirona or any Sirona Affiliate that is engaged in the dental
equipment business, or (D) Patterson acquires (directly or indirectly) an
interest in a company that competes with Sirona or any Sirona Affiliate in any
of the dental equipment business lines currently engaged in by Sirona or such
Affiliate.


                4.             Underperformance.


(i)      Generally Regarding All Contractual Products.   Subject
to item VI.F of this Amendment, if Patterson fails to satisfy the Minimum
Purchase Requirement, after taking into account the adjustment mechanisms
described in item VI.C of this Amendment (“Underperformance”), then Sirona, and
only Sirona, may exercise its termination rights hereunder upon 90 days’ notice
to Patterson. Given the significant period of time over which Underperformance
develops, such breach is not deemed capable of cure.  Sirona’s sole remedy for Patterson’s
Underperformance shall be the exercise of its termination rights, and Patterson
shall not be liable for damages resulting solely from its Underperformance.


(ii)     Dental Lab Products.   Sirona will have the special
right to terminate the exclusivity to Patterson solely with respect to
Contractual Products comprised of Dental Lab Products if Patterson exits the
market for Dental Lab Products or fails to satisfy its obligations under item
IV of this Amendment. This limited termination of exclusivity will be Sirona’s
sole remedy in the event of such breach by Patterson.


(iii)    Underperformance is a no-fault concept.   Aside from
failing to meet the Minimum Purchase Requirement as a result of a willful
breach (which shall be deemed to be a material breach), it does not matter
whether the Underperformance described in (i) or (ii) of this item VIII.A.4 is
due to market conditions or the noncompetitive nature of Contractual Products
or other cause.


B.   Exclusive Remedies.   Termination of the
Distributorship Agreement or the rights of exclusivity or thereunder,  as provided in this item VIII, and liquidated
or other damages as provided in item IX below, are the exclusive remedies
available to the Parties under this Agreement, at law or otherwise for breach
of the Distributorship Agreement, except
that, either Party may also seek equitable relief if the other Party
breaches its obligations of confidentiality under the Distributorship
Agreement, infringes the other 



 8
 








CONFIDENTIAL
TREATMENT REQUESTED


Party’s intellectual property or breaches any of its
obligations under the Distributorship Agreement with respect to the other Party’s
trademarks or other intellectual property.


IX.           Liquidated
Damages.   Subsections
15.1 and 15.2 of the Distributorship Agreement are deleted in their entirety
and are replaced by the following provisions:


A.            General
Concept.   All of the for-cause terminations
described in item VIII of this Amendment result in liquidated damages, except a
material breach by Patterson or the occurrence to Patterson of an event
described in item VIII.A.2 will not give rise to liquidated damages. In the
case of material breach by Patterson, Sirona will not have the benefit of
liquidated damages and will have to prove its actual damages, subject to the
limitations described in E of this item IX, and subject to the limitation that
termination of this Agreement or the right of exclusivity is the sole remedy of
Sirona for Patterson’s Underperformance. This Amendment establishes two
schedules of liquidated damage, each of which contemplates a partial return to
Patterson of the consideration described in item II of this Amendment paid by
Patterson. Schedule I approximates a straight-line amortization of the
consideration, and Schedule II establishes an accelerated depreciation schedule
intended to approximate the value earned by Sirona.  Liquidated damages will be paid, in Sirona’s
sole, absolute discretion, either in cash, or in preferred equity certificates
(“PECs”) or equivalent junior subordinated promissory notes, as described in C
of this item IX. The Liquidated Damage Schedules follow:


Liquidated Damage Schedules


	
   

  	
   

  	
   

  	
   

  	
  SCHEDULE I

  	
   

  	
  SCHEDULE II

  	
   

  
	
   

  	
   

  	
  Effective Date of

  Termination within 

  Sirona Fiscal Year

  ending in

  	
   

  	
  Nominal value of

  PECs

  To be Issued

  	
   

  	
  Nominal value of PECs

  To be Issued

  	
   

  
	
   

  	
   

  	
  2005-2007

  	
   

  	
  $100 million

  	
   

  	
  $100 million

  	
   

  
	
   

  	
   

  	
  2008

  	
   

  	
  $90 million

  	
   

  	
  $85 million

  	
   

  
	
   

  	
   

  	
  2009

  	
   

  	
  $80 million

  	
   

  	
  $70 million

  	
   

  
	
   

  	
   

  	
  2010

  	
   

  	
  $70 million

  	
   

  	
  $55 million

  	
   

  
	
   

  	
   

  	
  2011

  	
   

  	
  $60 million

  	
   

  	
  $40 million

  	
   

  
	
   

  	
   

  	
  2012

  	
   

  	
  $50 million

  	
   

  	
  $25 million

  	
   

  
	
   

  	
   

  	
  2013

  	
   

  	
  $40 million

  	
   

  	
  $20 million

  	
   

  
	
   

  	
   

  	
  2014

  	
   

  	
  $30 million

  	
   

  	
  $15 million

  	
   

  
	
   

  	
   

  	
  2015

  	
   

  	
  $20 million

  	
   

  	
  $10 million

  	
   

  
	
   

  	
   

  	
  2016

  	
   

  	
  $10 million

  	
   

  	
  $5 million

  	
   

  
	
   

  	
   

  	
  2017

  	
   

  	
  $0

  	
   

  	
  $0

  	
   

  



 


B.            Availability
of Liquidated Damages.


 



 9















CONFIDENTIAL
TREATMENT REQUESTED


1.             Schedule
I liquidated damages will be available only upon termination of the
Distributorship Agreement by Patterson due to a material breach by Sirona as
described in item VIII.A.3 of this Amendment.


2.             Schedule
II liquidated damages will be available only upon termination of the
Distributorship Agreement for the following reasons:


(i)      in
the event of termination by either Sirona or Patterson as a result of Force
Majeure (except that, if such
termination by Sirona is for an event of Force Majeure that manifests in the
failure of Patterson to pay for Contractual Products actually ordered and
delivered, such liquidated damages will be offset by the money owed by
Patterson to Sirona);


(ii)     in
the event of termination by Patterson upon the occurrence to Sirona of an event
described in item VIII.A.2; or


(iii)    in
the event of termination by Sirona as a result of Underperformance by
Patterson.


C.            PECs.   PECs are securities in Sirona’s ultimate parent entity, Sirona
Holdings LuxCo SCA, or a subsidiary. 
PECs will have the following characteristics: PECs rank senior in
liquidation to any of the securities of Sirona’s parent held by Madison
Dearborn Partners, and accrue a cumulative PIK yield of 8% per annum,
compounded annually (or the equivalent in cash if Sirona elects to pay
liquidated damages in cash).  PECs have a
scheduled redemption date one year past the scheduled maturity date of Sirona’s
senior and mezzanine indebtedness. PECs issued as liquidated damages will not
be transferable.  To the extent permitted
by Sirona’s senior and mezzanine indebtedness, PECs will be subject to earlier
redemption for cash at the option of Sirona’s parent. Sirona’s parent will not
be permitted to make any dividend payment to, or capital redemption from any of
Madison Dearborn Partners, Beecken Petty O’Keefe & Company or management
investors (the “Investors”) in respect of the Investors’ investments in Sirona’s
parent or any fee or other distribution to the Investors other than (i)
customary management and advisory fees and costs payable to the Investors and
(ii) redemptions of share capital and quasi-equity investments of management
investors as required pursuant to Sirona’s parent’s contractual obligations to
the management investors. 
Notwithstanding the foregoing, if Sirona concludes that it would be tax
inefficient to Sirona for its ultimate parent to issue PECs, then Sirona may,
in lieu thereof, issue or cause an affiliate to issue, an equivalent amount of
junior subordinated promissory notes that contain substantially identical
rights, terms, obligations and preferences as those of the PECs, in which case
all references herein to PECs shall mean and include such junior subordinated
promissory notes.


D.            Special
Payment of Liquidated Damages in The Event of Certain Material Breaches by
Sirona.   In the event that Schedule I Liquidated
Damages are due to Patterson under item VIII.A.3 of this Amendment due to (1) a
grant by Sirona to any other person or entity of distribution rights that
contravene Sirona’s exclusivity obligations to Patterson under item III.C, or
(2) the sale by Sirona or a  subsidiary
of 



 10
 








CONFIDENTIAL
TREATMENT REQUESTED


Contractual Products in the Territory other than as permitted under
item VIII.C, each a “Special Breach,” then, notwithstanding anything in this
Amendment to the contrary: (i) if such liquidated damages are payable as a
result of a Special Breach that occurs during the term of this Distributorship
Agreement on or before September 30, 2007, such liquidated damages will be paid
in cash (USD); and (ii) if such liquidated damages are payable as a result of a
Special Breach that occurs during the term of this Distributorship Agreement on
or after October 1, 2007, such liquidated damages will be paid by a
subordinated note (the “Sub Note”) to be issued by Sirona’s ultimate parent
entity, Sirona Holdings LuxCo SCA, or a subsidiary. The Sub Note will be in the
form substantially as set forth in Annex 1 to this item IX.D, attached hereto
and incorporated herein.


E.             Characteristics
of Liquidated Damages.   Liquidated damages have
the following attributes:


1.             Liquidated
damages are only available upon termination of the Distributorship Agreement,
or the rights of exclusivity thereunder, for cause as described in B of this
item IX.


2.            
Where liquidated damages are available, no other damages will be available.


3.             Except
for liquidated damages, Patterson will not be entitled to any return of the
consideration described in item II of this Amendment paid by it.


4.             Liquidated
damages are not penalties, but are agreed damages constituting a reasonable
approximation of the loss to Patterson in the event of the applicable breach or
event giving rise to them.


F.             Other
Relevant Damage Concepts.


1.             Other
than as provided in this item IX, neither Patterson nor Sirona will have any
right to damages of any nature for breaches of the Distributorship
Agreement.  For the avoidance of doubt,
Sirona will have no liability for damages of any nature other than liquidated
damages provided under this item IX, and Sirona will have the right to offset
against liquidated damages sums owed by Patterson for Contractual Products
actually ordered and delivered. During the cure period for a material breach
capable of cure, the Parties will consult with one another in order to fully
understand the nature of the breach and the requirements for its cure.


2.             Except
with respect to the infringement by Patterson of Sirona’s intellectual property
rights, or breach by Patterson of its obligations under the Distributorship
Agreement relating to Sirona’s confidential information or intellectual
property, including without limitation the Sirona trademarks, in no event will
Patterson be liable to Sirona for indirect, special, punitive or consequential
damages, including without limitation, loss of profits, arising from any cause
whatsoever. Subject to items VIII.A.1, 2 and 4, in no event will either 



 11
 








CONFIDENTIAL
TREATMENT REQUESTED


Party be liable for a breach of the
Distributorship Agreement caused by an event of Force Majeure other than breach
of the obligation of Patterson to pay for Contractual Products actually ordered
and delivered, to which Force Majeure will not apply).


X.            Protection
against Technical Obsolescence.


A.            Change in Technical
Specifications.   Notwithstanding anything in the
Distributorship Agreement to the contrary, Sirona reserves the right to change
the technical specifications of Contractual Products and to discontinue the
manufacture and/or sale of Contractual Products in the ordinary course of
business in connection with upgrading or creating new versions or models of
Contractual Products or as required by law.


B.                                     Notice to Patterson.   Subject to A of
this item X, Sirona agrees that it will give to Patterson at least 5 months’
prior notice of the market introduction of any major functionality change to a
Contractual Product to allow sufficient time for Patterson to deplete its
then-current inventory.  A “Major
Functionality Change” is defined as: (1) a hardware change that will (x)
significantly expand the range of indication for the user, or (y) enable the
operation of a software program that is scheduled to be released within the 5
months following the hardware change; or (2) a software upgrade that will not
operate on a version of the hardware that has been delivered to Patterson in
the 5- month period prior to introduction of the upgrade.  If
Sirona provides Patterson with the aforesaid 
notice, then, during the 3-month period prior to the rollout of the
Major Functionality Change, at Patterson’s election (a) Sirona will provide
Patterson with an upgrade at no charge so that the product received by
Patterson during such 3-month period will meet the specifications of the Major
Functionality Change; or (b) Patterson may refuse further shipments of the
then-current product until the earlier of 
(x) the time when the product with the Major Functionality Change is
available, or (y) a product that can be upgraded to a product that will meet
the specifications of the Major Functionality Change is available.  If the aforesaid 5-month notice is not given,
then, as Patterson’s sole and exclusive remedy, Sirona will, in it sole
discretion, update or replace, free of charge, any non-compatible Contractual
Products delivered to Patterson during the 5-month period prior to the rollout
of the Major Functionality Change.


XI.
          Future Market Penetration.


A.          Determination
of a Restricted Market.   Sirona and Patterson will meet
in the event that either of them notifies the other that it believes that
future growth of the market for Contractual Products in the Territory is being
restricted by limited access to the market. If Sirona and Patterson agree that
such restriction exists, the exclusive granted to Patterson by Sirona and the
exclusive granted to Sirona by Patterson will terminate, the Distributorship
Agreement will be modified as agreed by the Parties to reflect such
termination, and Contractual Products will be offered by Sirona in a wider
distribution.



 12
 








CONFIDENTIAL
TREATMENT REQUESTED

[*] designates portions of this document that have been omitted pursuant to a
request for

confidential treatment filed separately with the Securities and Exchange
Commission.


B.            Ending the
Exclusive.   In any
event, once Patterson purchases a dollar amount of Contractual Products that is
greater than the cumulative 12-year dollar amount of the Total Annual Minimum
Purchase Requirements for Contractual Products eligible to be counted under
item VI.D of this Amendment, Sirona will have the absolute right to terminate
such exclusive and implement broader distribution. However, before making that
determination, Sirona will consult with Patterson to discuss, among other
things, modifications to the Distributorship Agreement as a result of such
termination.


C.            Special Commission to Patterson.   If
wider distribution is implemented under A or B of this item XI , Sirona will
pay to Patterson a commission of [*]% of the net wholesale price of Contractual Products that are included in
the computation of the Minimum Purchase Requirement, are sold through channels
other than Patterson and not by Sirona itself (as permitted under item III.C),
and are sold in the Territory during the portion of the term of the
Distributorship Agreement remaining after such wider distribution is
implemented. This commission will be paid in consideration of Patterson
providing advice and assistance to Sirona in its wider distribution efforts.
Such payment will be the sole and exclusive right and remedy of Patterson for
compensation arising out of the termination of the exclusive arrangement, and
the remaining applicable terms of this Distribution Agreement will remain in
full force and effect.


XII.         Additional
Provisions.


A.         Additional Definitions.    In addition
to the definitions set forth in this Amendment, for purposes of the
Distributorship Agreement, the following terms when capitalized will have the
meanings set forth below when :


1.             “Affiliate” means, with
respect to any specified person or entity, any other person or entity that
directly or indirectly controls, or is under common control with, or is owned
or controlled by, the specified person, and, with respect to the person or
entity to be determined hereunder to be a Patterson Affiliate, is engaged in
the distribution of dental equipment and supplies. For purposes of this
definition, “control”, with respect to any specified person, refers either to
(i) the beneficial ownership of 50.1% or more of all classes of equity
securities with voting rights issued by such person, or (ii) the power to
direct the management and policies of the specified person by contract or
otherwise.


2.             “Force Majeure” means an act of God
or the public enemy, riots, accidents, strikes or differences with labor, labor
shortage, inability to obtain material, equipment, transportation or fuel,
epidemics, quarantine, restrictions, unusually severe weather, compliance with
or the operation of any applicable legislation, regulation, directive, order or
ruling of any government, or political subdivision or agency thereof, judgments
or orders of any court of competent jurisdiction, or any other event beyond the
reasonable control of the Party claiming benefit of Force Majeure, whether or
not similar to the foregoing causes.



 13
 








CONFIDENTIAL
TREATMENT REQUESTED


B.            Third Party Licenses; Graymarket Goods.   In
the event Sirona licenses significant aspects of its technology or other
intellectual property related to Contractual Products that would enable another
party to produce, distribute or sell CAD-CAM equipment to make dental
restorations in either the dental lab or in the dentist’s office, Sirona shall
provide in the license agreement or other arrangement that such equipment will
not be marketed, distributed or sold by such licensee in the Territory, and
Sirona shall use its reasonable commercial efforts to enforce such provision. The breach by Sirona of its obligations in this item
XII.B will be deemed a material breach under item VIII.A.3; provided that, the cure period with respect to such breach
will be 180 days rather than 90 days. In the event that Patterson alleges a
breach of Sirona’s obligation hereunder to use reasonable commercial efforts to
enforce such provision, Patterson will cooperate with Sirona in effecting such
cure. For the avoidance of doubt, the Parties agree that if a court awards royalties
to Sirona as damages for breach by a third-party of such technology or
intellectual property, such award will not be a breach of this item XII.B.


For the avoidance of doubt, the Parties understand
that (1) Graymarket Contractual Products may be promoted for distribution and
distributed in the Territory by persons unauthorized by Sirona; and (2) such
distribution is not a breach by Sirona 
of its obligations under the Distributorship Agreement. The Parties will
cooperate with one another and with U.S. governmental authorities in any action
that may be taken by such authorities or either Party to prevent Graymarket
Contractual Products in the Territory.


C.             Successors
Bound.   This Amendment and the Distributorship Agreement
shall inure to the benefit of and be binding upon the successors to the
Parties.


D.             Headings;
Negotiation.   The
captions, headings and titles used in this Amendment are for convenience of
reference only and will not affect in any way the meaning or interpretation of
this Amendment. This Amendment is the result of arms-length negotiation and,
accordingly, no presumption or burden of proof will arise with respect to any
ambiguity or question of intent concerning this Amendment favoring or
disfavoring either Party by virtue of the authorship of any provision hereof.


E.              Counterparts.   This Amendment may be executed in multiple
counterparts, which shall be deemed to be one and the same instrument and each
of which shall be deemed enforceable without production of the others.


Except as expressly
modified by this Amendment (including its recitals and attachments), all of the
terms, conditions, and agreements contained in the Distributorship Agreement,
including the Annexes to the Distributorship Agreement that remain in effect,
are hereby ratified and confirmed and shall remain in full force and effect in
accordance with their terms. This Amendment, together with its recitals and the
Distributorship Agreement, sets forth the entire agreement between the Parties
with respect to the subject matter hereof and supersedes and cancels any and all
oral and written prior agreements (other than the Distributorship Agreement)
and all contemporaneous oral agreements between them, express or implied, with
respect to such subject matter, including without limitation the Prior
Amendments which will be of no further force or effect. The Parties acknowledge
that no representations or promises have been made to induce either of them to
enter into this Agreement other than as may be specifically set forth in this
Amendment.



 14
 








CONFIDENTIAL
TREATMENT REQUESTED


IN WITNESS WHEREOF, each of the Parties has
caused this Amendment to be signed on its behalf by its duly authorized
representative(s) as of the Effective Date.


.                       


	
  

  	
  Patterson
  Companies, Inc.

  	
   

  	
  Sirona Dental Systems GmbH

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:__________________

  	
   

  	
  By:_____________________

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  James W.Wiltz

  	
   

  	
  Jost Fischer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Chief Executive
  Officer

  	
   

  	
  Chief Executive
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


For good and valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, Sirona Holdings LuxCo SCA, the ultimate parent entity of
Sirona, signs this Amendment for the sole limited purpose of making the
following covenant and for no other purpose whatsoever including, without
limitation, assuming or becoming a party to or liable for any other obligation
or any liability under the Distributorship Agreement as amended by this
Amendment:  Sirona Holdings LuxCo SCA
hereby agrees to issue PECs or the Sub Note, as described in items IX.C and D
of this Amendment, respectively, if it is determined that it is to be the
issuer thereof, and to comply with the dividend and capital redemption
limitations described in item IX.C in respect of the PECs, if issued.


	
   

  	
   

  	
   

  
	
   

  	
  Sirona
  Holdings LuxCo SCA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:____________________

  	
   

  
	
   

  	
  Name:__________________

  	
   

  
	
   

  	
  Title:__________________

  	
   

  
	
   

  	
   

  	
   

  



 


 



 15
















 


CONFIDENTIAL
TREATMENT REQUESTED


Annex 1 to Item IX. D


Form of Subordinated Promissory Note


SUBORDINATED PROMISSORY
NOTE


THIS INSTRUMENT AND THE
RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO
THE EXTENT SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT (THE “INTERCREDITOR
AGREEMENT”) DATED AS OF
[          ], 2005 BY AND
AMONG
[                             ]
(THE “COMPANY”) AND
[                             ],
(“SENIOR LENDER”), AS LENDER PURSUANT TO THAT CERTAIN SENIOR CREDIT AGREEMENT
DATED AS OF [         ], 2005 BY
AND AMONG THE COMPANY, AND [                                ],  (“MEZZANINE LENDER”) AS LENDER PURSUANT TO
THAT CERTAIN MEZZANINE CREDIT AGREEMENT DATED AS OF
[         ], 2005, AS SUCH CREDIT
AGREEMENTS HAVE BEEN AND HEREAFTER MAY BE AMENDED, RESTATED, SUPPLEMENTED OR
OTHERWISE MODIFIED FROM TIME TO TIME AND TO INDEBTEDNESS REFINANCING THE
INDEBTEDNESS UNDER THOSE AGREEMENTS AS CONTEMPLATED BY THE INTERCREDITOR
AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF,
IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT.


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.


SIRONA
HOLDINGS LUXCO SCA OR A SUBSIDIARY THEREOF


SUBORDINATED
PROMISSORY NOTE


	
  [Amount]

   

  	
  [Place]

  [Date]

  



 


FOR VALUE RECEIVED, the
undersigned, [  ] (“Issuer”),
a company incorporated in [  ], hereby
promises to pay to the order of Patterson Companies, Inc. or its registered
assigns (the “Holder”), the principal sum of [          ]
on June 30, 2016 (the “Maturity Date”)
with interest thereon from time to time as provided herein.


Interest.  The Issuer promises to pay interest (“Interest”) on the principal amount
of this Note (including any Basic Interest and PIK Interest added to the
principal amount of this Note as provided in Sections 1(a) and 1(b) below) (the
“Interest Rate”).  Interest on this Note shall accrue from and
including the date of issuance through and until repayment of the principal
amount of this Note and payment of all Interest in full, and shall be computed
on the basis of a 360-day year of twelve 30-day months (actual/360
basis).  Interest shall be paid as
follows:










 



 


CONFIDENTIAL
TREATMENT REQUESTED


Basic Interest.  The Issuer shall pay Interest (“Basic Interest”) on the principal amount of this Note
at the rate of 8% per annum, semi-annually in arrears until the Maturity Date
on June 30 and December 31 of each year or, if any such date shall not be a
business day, on the next succeeding business day to occur after such date
(each date upon which Basic Interest shall be so payable, an “Interest Payment Date”), beginning on the date of
this Note, by wire transfer of immediately available funds to an account at a
bank designated in writing by the Holder; provided that if for any reason any
portion of any such payment of Basic Interest is not made on the applicable
Interest Payment Date, the amount of Basic Interest not so paid shall be added
to the principal amount of this Note until such time as such Basic Interest is
paid.  In the absence of any such written
designation, any such Interest payment shall be deemed made on the date a check
in the applicable amount payable to the order of Holder is received by the Holder
at its last address as reflected in Issuer’s note register; if no such address
appears, then to such Holder in care of the last address in such note register
of any predecessor holder of this Note (or its predecessor).


PIK Interest.  In addition to Basic Interest, the Issuer
shall pay Interest (“PIK Interest”) on the principal
amount of this Note at a rate of US LIBOR per annum plus 2% per annum,
semi-annually in arrears until the Final Maturity Date on each Interest Payment
Date, beginning on the date of this Note, by adding an amount equal to the
aggregate accrued but unpaid PIK Interest as of such Interest Payment Date to
the principal amount of this Note.


No Usurious
Interest.  In
the event that any interest rate(s) provided for in this Section 1 shall
be determined to be unlawful, such interest rate(s) shall be computed at the
highest rate permitted by applicable law. 
Any payment by the Issuer of any interest amount in excess of that
permitted by law shall be considered a mistake, with the excess being applied
to the principal amount of this Note without prepayment premium or penalty; if
no such principal amount is outstanding, such excess shall be returned to
Issuer.


Optional Prepayment.  Issuer shall be permitted at any time and
from time to time to prepay all or a portion of the principal and accrued
Interest on the Notes at any time without any prepayment fee or penalty.


Mandatory Prepayment.  Upon the occurrence of a Change of Control
the Issuer shall prepay all of the Principal and Accrued Interest on the Note.


Acceleration.  On the occurrence of an Event of Default of
the type referred to in paragraph (d) of the definition of Event of Default
which is continuing, the outstanding principal of and all accrued Interest on
this Note shall automatically become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived.  On the occurrence of
an Event of Default other than of the type referred to in paragraph (d) of the
definition of Event of Default which is continuing, the holder of this Note may
declare the outstanding principal of and all accrued Interest on this Note to
become immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived.


“Event of Default” means
any of the following events:



 	  
 	 17
 	  
 

  
 






 



 


CONFIDENTIAL
TREATMENT REQUESTED


(a)                                  Non-payment.  The Issuer does not pay on the
due date any amount payable pursuant to this Note and such payment is not made
within 20 Business Days of notice given by the Holder of such failure.


(b)                                 Breach of Undertakings.  The
Issuer breaches any other obligations it has given under this Note, however, no
Event of Default will occur if the failure to comply is capable of remedy and
is remedied within 40 Business Days of the Holder giving notice to the Issuer.


(c)                                  Cross default.


(i)                                     Any
Financial Indebtedness of any member of the Group under the Senior or Mezzanine
Facilities or otherwise but in any case in excess of EURO 40,000,000 in
aggregate is declared to be or otherwise becomes due and payable prior to its
specified maturity as a result of an event of default (however described).


(ii)                                  Any
creditor of the Issuer becomes entitled to declare any Financial Indebtedness
of any member of the Group under the Senior or Mezzanine Facilities or
otherwise but in any case in excess of EURO 40,000,000 in aggregate due and
payable prior to its specified maturity as a result of an event of default
(however described).


(d)                                 Insolvency.   The Issuer is unable or admits
inability to pay its debts as they fall due or is deemed or declared under
applicable law to be unable to pay its debts or suspends making payments on its
debts generally or a moratorium is declared in respect of any indebtedness of
the Issuer.


(e)                                  Unlawfulness and invalidity.


(i)                                     It
is or becomes unlawful for the Issuer to perform any of its material
obligations under this Note.


(ii)                                  Any
obligation or obligations of the Issuer are not or cease to be legal, valid,
binding or enforceable and the cessation individually or cumulatively
materially and adversely effects the interests of the Holder under this Note.


(iii)                               This
Note ceases to be in full force and effect or any subordination created under
the Intercreditor Agreement ceases to be legal, valid, binding, enforceable or
effective.


(f)                                    Repudiation.  The Issuer repudiates this
Note.


(g)                                 Cessation of Business.  The
Group as a whole ceases to carry on its business.


Information Rights.    The Issuer shall supply to the Holder:



 	  
 	 18
 	  
 

  
 






 



 


CONFIDENTIAL
TREATMENT REQUESTED


(i)                               as
soon as they are available, but in any event within 120 days after the end of
each of its financial years its audited consolidated financial statements for
that financial year; and


(ii)                                  as
soon as they are available, but in any event within 45 days after the end of
each financial quarter, its unaudited management accounts for that financial
quarter including in each case profit and loss accounts, balance sheet and cash
flow statements and a management commentary thereon.


Dividends and share capital redemptions


Sirona Holdings
LuxCo SCA shall not:


(i)                                     declare,
make or pay any dividend (or interest on any unpaid dividend) (whether in cash
or in kind) on or in respect of its share capital (or any class of its share
capital); or


(ii)                                  repay
or distribute any dividend or share premium reserve; or


(iii)                               pay
any fee or other distribution to its shareholders other than customary
management and advisory fees and costs payable to the Investors.


Sirona
Holdings LuxCo SCA shall not make a redemption, repurchase, retirement,
disposal, return, repayment or reduction of its share capital or quasi-equity
or any redemption or reduction of its capital redemption or quasi-equity or
other reserve except in respect of share capital or quasi-equity held by
members of management of the Group as required pursuant to Sirona’s parent’s
contractual obligations to such members of management.


Security.  This Note and the obligations contained
herein are unsecured and will not be supported by guarantees from any member of
the Group.


Subordination.  The Note will be subordinated only to the
Senior Facilities and the Mezzanine Facilities (as the same may be amended,
restated, refinanced, supplemented or otherwise modified from time to time) on
terms to be negotiated with the agents for the Senior Facilities and the
Mezzanine Facilities (but on the basis that if any enforcement action is
permitted by the Noteholder prior to repayment and discharge in full of the
Senior and the Mezzanine Facilities, the proceeds of such enforcement will be
required to be turned over to the agents for the Senior and the Mezzanine
Lenders).


Register;
Assignment.  The
Issuer shall maintain a register (the “Note Register”) in its principal
offices for the purpose of registering the Note and any transfer or partial
transfer thereof, which register shall reflect and identify, at all times, the
ownership of record of any interest in the Note.  Upon the issuance of this Note, the Issuer
shall record the name and address of the initial purchaser of this Note in the
Note Register as the first Holder.  Upon
surrender for registration of transfer or exchange of this Note at the
principal offices of the Issuer, the Issuer shall, at its expense, execute and
deliver one or more new Notes of like tenor and of denominations of at least $1,000 (except as may be necessary to
reflect any principal amount not 



 	  
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CONFIDENTIAL
TREATMENT REQUESTED


evenly divisible by $1,000) of a like
aggregate principal amount, registered in the name of the Holder or a
transferee or transferees.  Every Note
surrendered for registration of transfer or exchange shall be duly endorsed, or
be accompanied by written instrument of transfer duly executed by the Holder of
such Note or such holder’s attorney duly authorized in writing.  This Note may be transferred or assigned, in
whole or in part, by the Holder at any time with the prior written consent of
the Holder.


Replacement of Note.  On receipt by the Issuer of an affidavit of
an authorized representative of the Holder stating the circumstances of the
loss, theft, destruction or mutilation of this Note (and in the case of any
such mutilation, on surrender and cancellation of such Note), the Issuer, at
its expense, will promptly execute and deliver, in lieu thereof, a new Note of
like tenor.  If required by the Issuer,
such Holder must provide indemnity sufficient in the reasonable judgment of the
Issuer to protect the Issuer from any loss which they may suffer if a lost,
stolen or destroyed Note is replaced.


Covenants Bind Successors
and Assigns.  All the
covenants, stipulations, promises and agreements in this Note contained by or
on behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.


Notices.  All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested,
telecopier (with receipt confirmed), courier service or personal delivery at
the addresses set forth in the Company’s records.  All such notices and communications shall be
deemed to have been duly given when: delivered by hand, if personally
delivered; when delivered by courier, if delivered by commercial overnight
courier service; if mailed, ten Business Days after being deposited in the
mail, postage prepaid; or if telecopied, when receipt is acknowledged.


Amendment.  Amendments and modifications of the Notes may
be made only pursuant to a writing signed by the Issuer and holders of Notes
representing a majority of the aggregate outstanding principal represented by
the Notes at the time of such amendment or modification.


GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED IN ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED
ENTIRELY WITHIN SUCH STATE.


Severability.  If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair
the benefits of the remaining provisions hereof.


Headings.  The headings in this Note are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.


Definitions.



 	  
 	 20
 	  
 

  
 






 



 


CONFIDENTIAL
TREATMENT REQUESTED


“Acquisition” means the acquisition of
Sirona Dental Systems Beteiligungs- und Verwaltungs GmbH by the Investors.


“Business Day” means a day (other than a
Saturday or Sunday) on which banks are open for general business in London and
Frankfurt am Main, and:


(a)                                  (in relation to any date for payment or
purchase of a currency other than euro) the principal financial centre of the
country of that currency; or


(b)                                 (in relation to any date for payment or
purchase of euro) any TARGET Day.


“Change of Control” means:


(a)                                  if none of the shares of Sirona Holdings LuxCo
SCA or any of its subsidiaries are the subject of a Flotation, (A) the
Investors ceasing to hold at least 50.1% of the voting shares or voting control
in or otherwise control in the Issuer or (B) Madison Dearborn Partners and
funds managed and advised by Madison Dearborn Partners (taken together) ceasing
to hold more voting shares or voting control in or otherwise control in the
Issuer than any other Initial Investor; or


(b)                                 if any of the shares of Sirona Holdings LuxCo
SCA or any of its subsidiaries are the subject of a Flotation, (A) one or more
of the Investors (taken together) ceasing to hold at least 30.1% of the voting
shares or voting control in or otherwise control in the Issuer, (B) Madison
Dearborn Partners owning less than a majority of such 30.1% of such voting
shares or control or (C) any other person or persons acting in concert owning
30.1% or more of the voting shares or voting control in or otherwise control of
the Issuer;


For the purposes of the definition of “Change of Control”, “control” means, in relation to the Issuer
or any other person:


(a)                                  the power (whether by way of ownership of
shares, proxy, contract, agency or otherwise) to:


(i)                                     cast,
or control the casting of, more than one-half of the maximum number of votes
that might be cast at a general meeting of the Issuer or such other person (as
the case may be); or


(ii)                                  appoint
or remove all, or the majority, of the directors or other equivalent officers
of the Issuer or such other person (as the case may be); or


(iii)                               give
directions with respect to the operating and financial policies of the Issuer
or such other person (as the case may be) which the directors or other
equivalent officers of the Issuer or such other person (as the case may be) are
obliged to comply with; or


(b)                                 the holding of more than one-half of the issued
share capital of the Issuer or such other person (as the case may be)
(excluding any part of that issued share capital that carries no right to
participate beyond a specified amount in a distribution of either profits or
capital).



 	  
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CONFIDENTIAL
TREATMENT REQUESTED


For the purposes
of the definition of “Change of Control”,
“acting in concert” means, a group
of persons who, pursuant to an agreement or understanding (whether formal or
informal), actively co-operate, through the acquisition of shares in the Issuer
by any of them, either directly or indirectly, to obtain or consolidate control
of the Issuer.


“Default” means an Event of Default or any event or
circumstance which would (with the expiry of a grace period or the giving of
notice or any combination of the foregoing) be an Event of Default.


“Financial Indebtedness” means any indebtedness for or in
respect of:


(a)                                  monies borrowed or raised;


(b)                                 any amount raised by acceptance under any
acceptance credit facility or by a bill discounting or factoring credit
facility;


(c)                                  any amount raised pursuant to any note purchase
facility or the issue of bonds, notes (other than credit notes issued in the
ordinary course of trade), debentures, loan stock or any similar instrument;


(d)                                 the amount of any liability in respect of any
lease or hire purchase contract or other agreement which would, in accordance
with the Accounting Principles, be treated as a finance or capital lease;


(e)                                  receivables sold or discounted (other than any
receivables to the extent they are sold on a non-recourse basis);


(f)                                    any derivative transaction entered into in
connection with protection against or benefit from fluctuation in any rate or
price (and, when calculating the value of any derivative transaction, only the
marked to market value shall be taken into account);


(g)                                 any counter-indemnity obligation in
respect of a guarantee, indemnity, bond, standby or documentary letter of
credit or any other instrument issued by a bank or financial institution;


(h)                                 any amount raised by the issue of shares which
are redeemable on or before the last Termination Date and the termination date
under the Mezzanine Facility;


(i)                                     any amount of any liability under an advance or
deferred purchase agreement if (i) one of the primary reasons behind the entry
into the agreement is to raise finance or (ii) the agreement is in respect of
the supply of assets or services and payment is due more than 180 days from the
date on which the goods were delivered or services were performed;


(j)                                     any amount raised under any other transaction
(including any forward sale or purchase agreement) required to be accounted for
as a borrowing in accordance with the Accounting Principles; and


(k)                                  (without double counting) the amount of any
liability in respect of any guarantee or indemnity or similar assurance against
financial loss for any of the items 



 	  
 	 22
 	  
 

  
 






 



 


CONFIDENTIAL
TREATMENT REQUESTED


referred to in the preceding paragraphs of this
definition and any agreement to maintain the solvency of any person whether by
investing in, lending to or purchasing the assets of such person.


“Flotation” means the listing of any shares
on any stock exchange or the grant of permission to deal in any such shares on
any recognised exchange.


“Group” means Sirona Luxco Holdings CSA and
its subsidiaries for the time being.


“Investors” means funds managed and advised
by Madison Dearborn Partners and other investors selected by Madison Dearborn
Partners as part of the equity (and quasi-equity) syndication of the equity and
quasi-equity funding for the Acquisition (subject to Madison Dearborn Partners
at all times owning a majority interest in, and being able to direct the
affairs and control the composition of the board of directors or equivalent
body of, such investors), and each of their or any subsequent successors or
permitted assignees or transferees.


“Senior and Mezzanine Loan Agreements” means: the senior and mezzanine facilities
agreements dated 29 April 2005 between, inter alios, JP Morgan PLC, JPMorgan
Chase Bank NA, JP Morgan Europe Ltd and Blitz F04-506, as the same may be
amended, restated, refinanced, supplemented or otherwise modified from time to
time.


“US LIBOR” means: with respect to any
calendar quarter, the rate of interest per annum (rounded to the nearest 1/16
of 1%) specified as the three month London Interbank Offered Rate (LIBOR) in
The Wall Street Journal on the first business day immediately preceding the
first day of such calendar quarter.


IN
WITNESS WHEREOF, this Subordinated Promissory Note is executed and delivered as
of the date first set forth above.


[SIRONA HOLDINGS LUXCO SCA]


By: 


___________________________________


Name:

Title:


 


 


 


 


[SIGNATURE PAGE TO SUBORDINATED PROMISSORY NOTE]


 



 	  
 	 23
 	  
 

  














 


 


CONFIDENTIAL
TREATMENT REQUESTED
 [*] designates portions of this document
that have been omitted pursuant to a request for

confidential treatment filed separately with the Securities and Exchange
Commission.


Annex 3 to Distributorship Agreement


Prices of Contractual Products


in
effect as of June 30, 2005


	
   

  	
  Product

  	
   

  	
  Order

  Number

  	
   

  	
  Patterson

  Price in US

  Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CEREC 3, complete

  	
   

  	
  5811000

  	
   

  	
  $

  	
   

  
	
   

  	
  consists of

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  imaging unit (without
  3D software)

  	
   

  	
  5851055

  	
   

  	
  $[*]

  	
   

  
	
   

  	
  milling unit (including
  3D software)

  	
   

  	
  5833400

  	
   

  	
  $[*]

  	
   

  
	
   

  	
  wireless connection

  	
   

  	
  5855882

  	
   

  	
  $[*]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  inLab

  	
   

  	
  5884742

  	
   

  	
  $[*]

  	
   

  
	
   

  	
  AK’s (dongles)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AK 100

  	
   

  	
  5900563

  	
   

  	
  $[*]

  	
   

  
	
   

  	
  AK 200

  	
   

  	
  5900571

  	
   

  	
  $[*]

  	
   

  
	
   

  	
  AK 500

  	
   

  	
  5900589

  	
   

  	
  $[*]

  	
   

  
	
   

  	
  AK 1000

  	
   

  	
  5900597

  	
   

  	
  $[*]

  	
   

  
	
   

  	
  AK 2000

  	
   

  	
  5900605

  	
   

  	
  $[*]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  inEos Scanner, introduction offer 

  through June 30th, 2005

  	
   

  	
  6005909

  	
   

  	
  $[*]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  inEos Scanner, regular price 

  starting July 1st, 2005

  	
   

  	
  6005909

  	
   

  	
  $[*]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Package Scanner+inLab

  	
   

  	
  6005909
  and 5884742

  	
   

  	
  $[*]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Spare part and consumable prices will be set
  based on the Sirona’s current suggested resale spare part price list, less a
  [*]% discount to Patterson, unless exceptions are mutually agreed between
  Sirona and Patterson (e.g., special pricing for CEREC Club members)