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