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EXHIBIT 2.1
CONTRIBUTION AGREEMENT,
PLAN AND AGREEMENT OF REORGANIZATION AND DISTRIBUTION
This CONTRIBUTION AGREEMENT, PLAN AND AGREEMENT OF REORGANIZATION AND
DISTRIBUTION (this "Agreement") is made as of November 28, 2000, by and between
SYBRON INTERNATIONAL CORPORATION, a Wisconsin corporation with offices at 411
East Wisconsin Avenue, Milwaukee, Wisconsin 53202 ("Sybron"), SYBRON DENTAL
SPECIALITIES, INC. (formerly known as "SDS Holding Co."), a Delaware corporation
with offices at 1717 West Collins Avenue, Orange, California 92867 ("SDS"), and
SYBRON DENTAL MANAGEMENT, INC., a Delaware corporation ("SDM").
RECITALS
WHEREAS, Sybron conducts its labware and life sciences, clinical and
industrial, diagnostics and microbiology, and laboratory equipment businesses
(the "Laboratory Business") through the corporations and other entities listed
on Schedule 1 hereto (such businesses, as formerly and currently conducted,
whether by or through the current Laboratory Business subsidiaries, or their
predecessors in interest, are referred to herein as the "Laboratory Business
Subsidiaries") and its professional dental, orthodontics, and infection control
products businesses (the "Dental Business") through the corporations and other
entities listed on Schedule 2 hereto (such businesses, as formerly and currently
conducted, whether by or through the current Dental Business subsidiaries, or
their predecessors in interest, are referred to herein as the "Dental Business
Subsidiaries");
WHEREAS, SDS is a wholly owned subsidiary of Sybron that (A) owns, or
will own, directly or indirectly (through its subsidiaries), all of the assets
primarily associated with the Dental Business, consisting of (1) the equity
interests of the Dental Business Subsidiaries (which will retain all of their
assets and liabilities) and (2) certain other assets which, although associated
with the Dental Business, are accounted for on the books of Sybron (the
"Miscellaneous Dental Assets") and (B) has assumed, or will assume, certain
liabilities which, although associated with the Dental Business, are accounted
for on the books of Sybron (the "Miscellaneous Dental Liabilities"); such that
SDS will own, directly or indirectly (through its subsidiaries), all of the
assets, businesses, and operations formerly and currently associated with the
Dental Business and will assume or retain, directly or indirectly (through its
subsidiaries), all of the liabilities formerly and currently associated with the
Dental Business;
WHEREAS, Sybron directly owns the equity interests of SDM, which is the
sole first-tier Dental Business Subsidiary, and which owns, directly or
indirectly, all of the equity interests of the other Dental Business
Subsidiaries;
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WHEREAS, the parties intend to provide for the transfer to SDS of all of
the equity interests of SDM (and, indirectly, the other Dental Business
Subsidiaries) and all of the Miscellaneous Dental Assets;
WHEREAS, the parties intend to provide for the assumption by SDS of the
Miscellaneous Dental Liabilities;
WHEREAS, Sybron intends to distribute all of the common stock and
related preferred stock purchase rights of SDS, pro rata, to the shareholders of
Sybron in accordance with resolutions of the Board of Directors of Sybron and in
accordance with the terms of a tax ruling dated October 5, 2000, obtained from
the Internal Revenue Service (the "Distribution"), so that after the
Distribution Sybron will own no shares of stock representing the equity of SDS
and SDS will be a publicly traded corporation whose shares are listed and traded
on the New York Stock Exchange; and
WHEREAS, the parties wish to provide for their agreements with respect
to certain matters pertaining to their business relationships following the
Distribution and other matters mutual to their interests.
NOW, THEREFORE, in furtherance of the foregoing purposes and in
consideration of the issuance of the common stock of SDS to Sybron as provided
in Section 3.1 and the mutual promises and undertakings contained herein and
contained in any agreement or other document executed in connection with this
Agreement, the parties agree as follows:
ARTICLE I
EFFECTIVE DATE AND CLOSING
1.1. Effective Date. Unless otherwise provided in this Agreement, or in
any other Contribution Document (as defined herein), the effective date of each
transfer of property, assumption of liability, license, undertaking or agreement
in connection herewith shall be the date of the Distribution (the "Effective
Date") or such other date as may be fixed by the Board of Directors of Sybron.
1.2. Sybron Directors Action. This Agreement shall be void if the Board
of Directors of Sybron refrains from declaring or proceeding with the
Distribution.
1.3. Lodging of Documents. Unless otherwise provided herein, the closing
of the transactions contemplated hereunder shall occur by Sybron and SDS each
lodging the executed instruments of transfer, assumptions of liability,
undertakings, agreements, instruments or other documents executed or to be
executed in connection with this Agreement with Quarles & Brady LLP, 411 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202, attorneys for Sybron, to be held
in escrow for delivery as provided in Section 1.4 of this Agreement.
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1.4. Closing. Upon receipt of a certificate from an officer of Sybron in
the form attached hereto as Exhibit A, Quarles & Brady LLP shall deliver to SDS
on behalf of Sybron all of the items required to be delivered by Sybron
hereunder which have been lodged with it pursuant to Section 1.3 of this
Agreement, and each such item shall be deemed to be delivered to SDS as of the
Effective Date upon delivery of such certificate. Upon receipt of a certificate
from an officer of SDS in the form attached hereto as Exhibit B, Quarles & Brady
LLP shall deliver to Sybron on behalf of SDS all of the items required to be
delivered by SDS hereunder which have been lodged with it pursuant to Section
1.3 of this Agreement, and each such item shall be deemed to be delivered to
Sybron as of the Effective Date upon receipt of such certificate.
ARTICLE II
CLOSING
2.1. Sybron Deliveries. As of the Effective Date, or such later date as
specified, Sybron will deliver to SDS all of the following:
(a) certificates representing all of the shares (or other
form of equity interests) of the Dental Business
Subsidiaries, such that SDS will own, directly or
indirectly, all of the Dental Business Subsidiaries in
the same manner immediately after the Effective Date as
Sybron owned, directly or indirectly, all of the Dental
Business Subsidiaries immediately prior to the Effective
Date;
(b) a duly executed General Assignment, Assumption and
Agreement Regarding Litigation, Claims and Other
Liabilities substantially in the form attached hereto as
Exhibit C;
(c) a duly executed Trade Name Assignment and Transitional
Trade Name Use and License Agreement substantially in the
form attached hereto as Exhibit D;
(d) a duly executed Insurance Matters Agreement substantially
in the form attached hereto as Exhibit E;
(e) a duly executed Employee Benefits Agreement substantially
in the form attached hereto as Exhibit F;
(f) a duly executed Tax Sharing and Indemnification Agreement
substantially in the form attached hereto as Exhibit G;
(g) a duly executed Interim Administrative Services Agreement
substantially in the form attached hereto as Exhibit H;
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(h) a duly executed Confidentiality and Nondisclosure
Agreement substantially in the form attached hereto as
Exhibit I;
(i) those Consents which have been executed by any employee
of Sybron, SDS, any Laboratory Business Subsidiary, or
any Dental Business Subsidiary who held options to
acquire shares of Sybron common stock immediately prior
to the Effective Date, and who will be employed by SDS or
a Dental Business Subsidiary immediately following the
Effective Date, substantially in the form attached hereto
as Exhibit J; and
(j) such other agreements, documents or instruments as the
parties may agree are necessary or desirable in order to
achieve the purposes of this Agreement.
This Agreement, along with the foregoing agreements, instruments and
documents described in subsections (b) through (j), shall be referred to as the
"Contribution Documents."
2.2. SDS Deliveries. As of the Effective Date or such later date as
specified, SDS will deliver to Sybron all of the following:
(a) in each case where SDS is a party to any Contribution
Document referred to in Section 2.1, a duly executed
counterpart of such Contribution Document;
(b) a certificate or certificates representing all of the
outstanding shares of the common stock of SDS other than
those already owned by Sybron, as provided in Section
3.1; and
(c) such other agreements, documents or instruments as the
parties may agree are necessary or desirable in order to
achieve the purposes of this Agreement.
ARTICLE III
THE DISTRIBUTION
3.1. Issuance and Delivery of Certificates. On or before the Effective
Date, SDS shall issue and deliver to Sybron a certificate or certificates
registered in the name of Sybron representing that number of shares of common
stock of SDS which, when taken together with the shares of common stock already
owned by Sybron, (a) will result in Sybron owning, of record and beneficially,
all of the issued and outstanding shares of SDS common stock and (b) will be
equal to a number such that Sybron shall own one (1) share of common stock of
SDS for each three (3) shares of common stock of Sybron issued and outstanding
(the "Distribution Ratio") on the record date for the Distribution (the "Record
Date"). Each share of common stock of SDS shall be validly issued, fully paid,
nonassessable, and free of preemptive rights.
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3.2. No Limit on Authority of Sybron Directors. Nothing contained in
Section 3.1 or elsewhere in this Agreement, including the Schedules and Exhibits
hereto, or in the Contribution Documents, shall be construed to limit or alter
the authority of the Board of Directors of Sybron to declare or refrain from
declaring the Distribution, fixing or changing the Record Date, fixing or
changing the Effective Date, or fixing or changing all the appropriate
procedures in connection with the Distribution, including the Distribution
Ratio.
3.3. No Liability upon Termination. In the event that, for any reason,
the Distribution does not occur, this Agreement shall terminate and neither
Sybron, SDS, any Laboratory Business Subsidiary, nor any Dental Business
Subsidiary shall incur or retain any liability to any other party in connection
therewith.
3.4. Payment of Dividend and Intercompany Loan. On or prior to the
Effective Date, Sybron shall pay to SDM, or subsidiaries of SDM, as appropriate,
the amount necessary to settle all intercompany loans and advances made to
Sybron by SDM or its subsidiaries (the "Intercompany Payment"). On or prior to
the Effective Date, SDM shall pay to Sybron an amount equal to the Intercompany
Payment plus the difference between Three Hundred Seventy Five Million Dollars
($375,000,000) and the actual allocation of Sybron bank debt to SDM as of the
Effective Date.
ARTICLE IV
OTHER MATTERS
4.1. No Representation or Warranty. Sybron does not, in this Agreement,
including the Schedules and Exhibits hereto, any Contribution Document, or any
other agreement, instrument or document contemplated by this Agreement, make any
representation as to, warranty of or covenant with respect to:
(a) the value of any asset or thing of value to be
transferred to SDS;
(b) the freedom from encumbrance of any asset or thing of
value to be transferred to SDS (except for encumbrances
in favor of Sybron and the Laboratory Business
Subsidiaries); or
(c) the absence of defenses or freedom from counterclaims
with respect to any claim to be transferred to SDS
(except defenses and counterclaims in favor of Sybron and
the Laboratory Business Subsidiaries).
All assets to be transferred to SDS shall be transferred "AS IS, WHERE
IS."
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4.2. Execution and Delivery of Additional Documents.
(a) Each of Sybron and SDS will execute and deliver such
further instruments of conveyance, transfer, and
assignment and will take such other actions as either of
them may reasonably request of the other in order to
effectuate the purposes of this Agreement and to carry
out the terms hereof.
(b) At the request of SDS, and without further consideration,
Sybron will execute and deliver to SDS such other
instruments of transfer, conveyance, assignment,
assumption, novation, substitution, confirmation,
undertaking or other documents and take such action as
SDS may reasonably deem necessary or desirable in order
to more effectively transfer, convey, and assign to SDS
and, subject to the provisions of Section 4.1, confirm
SDS's title to all of the assets, rights, and other
things of value to be transferred to SDS under this
Agreement or any Contribution Document, to place SDS in
actual possession and operating control thereof, and to
permit SDS to exercise all rights with respect thereto
(including, without limitation, rights under contracts
and other arrangements as to which the consent of any
third party to the transfer thereof shall not have
previously been obtained).
(c) At the request of Sybron and without further
consideration, SDS will execute and deliver to Sybron
such other instruments of transfer, conveyance,
assignment, assumption, novation, substitution,
confirmation, undertaking, or other documents and take
such other action as Sybron may reasonably deem necessary
or desirable in order to have SDS fully and
unconditionally assume and discharge the liabilities to
be assumed by SDS under this Agreement or any
Contribution Document, and to relieve Sybron of any
liability or obligation with respect thereto and evidence
the same to third parties.
(d) Sybron and SDS will use their reasonable efforts to
obtain any consent, substitution, approval or amendment
required to novate or assign all agreements, leases,
licenses and other rights of any nature whatsoever
relating to the assets, rights and other things of value
being transferred to SDS and all liabilities and
obligations being assumed by SDS; provided, however, that
neither Sybron nor SDS shall be obligated to pay any
consideration therefor (except for filing fees and other
similar charges) to the third party from whom such
consents, approvals, substitutions and amendments are
requested.
(e) Neither Sybron nor SDS shall be obligated, in connection
with the foregoing, to expend money other than reasonable
out-of-pocket expenses, attorneys' fees and recording or
similar fees.
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4.3. Taxes. SDS and Sybron agree to cooperate to determine the amount of
any sales, transfer or other taxes or fees payable in connection with the
transactions contemplated by this Agreement. Sybron and SDS agree to file
promptly and timely returns for such taxes with the appropriate taxing
authorities and Sybron shall remit payment thereof in accordance with the terms
of the Tax Sharing and Indemnification Agreement.
4.4. NYSE Listing. SDS shall make a timely application to the New York
Stock Exchange and use its reasonable efforts to have the common stock of SDS
quoted for trading on the New York Stock Exchange and shall arrange for such
stock to trade on a "when issued" basis as promptly as practicable following the
declaration of the Distribution. Sybron shall provide reasonable assistance to
SDS in obtaining such listing. The parties agree to take whatever reasonable
steps are necessary so that SDS may use the ticker symbol "SYD" on the New York
Stock Exchange.
4.5. Depository Arrangements.
(a) The parties agree that Schedule 4.5 sets forth a list of
the banks maintaining lock boxes or similar deposit
arrangements which are maintained by Sybron in connection
with the Dental Business prior to the Effective Date. As
of the Effective Date, Sybron will terminate any
arrangement whereby funds directed to such lock boxes or
similar arrangements are consolidated with other funds of
Sybron or otherwise made available to Sybron. Sybron
shall, as of the Effective Date, take all necessary steps
to remove all persons who are not employees of SDS who
are signatories or holders of powers-of- attorney with
respect to such lock boxes or other arrangements from the
list of such signatories and holders and otherwise
extinguish their signing authority with respect thereto.
As of the Effective Date, Sybron shall take such action
as may be required to deliver to SDS full authority with
respect to such lock boxes or other arrangements.
(b) Each of Sybron and SDS hereby grants to the other a
limited irrevocable power-of-attorney to endorse, deposit
and negotiate all checks, drafts or other forms of
payment made in respect of any invoice representing a
receivable which:
(i) is payable to either of them or any of their
subsidiaries but which is sent by the payor to a
lock box maintained by the other ("Misdirected
Payments") or
(ii) is made payable to either of them or any of their
subsidiaries but which is the payment of a
receivable of the other or one of the other's
subsidiaries ("Mispayee Items").
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Sybron and SDS shall develop procedures reasonably
satisfactory to them whereby they reconcile Misdirected
Payments and Mispayee Items weekly and make appropriate
and timely payments to each other in respect thereof.
4.6. Conduct of Dental Business. At all times prior to the Effective
Date, Sybron will conduct the Dental Business in the ordinary course of business
consistent with past practices and will not undertake or permit any arrangement
with any third party which is intended to or has the effect of delaying the
payment of any account receivable beyond the Effective Date or accelerating the
payment of any account payable before the Effective Date.
4.7. Authorization of Execution of Documents. SDS shall authorize the
execution and cause the authorized officers of SDS to execute all documents,
notes and undertakings and to do such other things required in connection with
the irrevocable and unconditional assumption by SDS without any recourse
whatsoever to Sybron of all obligations of Sybron relating to the Dental
Business and required to be assumed by SDS pursuant to the terms hereof.
4.8. Expenses. Sybron and SDS agree that the expenses associated with
the preparation of this Agreement, the transfers contemplated hereunder, the
matters related to the organization of SDS, and the Distribution shall be borne
by Sybron and SDS as set forth on Schedule 4.9 annexed hereto.
ARTICLE V
DISPUTE RESOLUTION
5.1. Attempt to Settle. In an effort to resolve informally and amicably
any claim or controversy arising out of or related to the interpretation or
performance of this Agreement without resorting to litigation, a party shall
first notify the other of any difference or dispute under this Agreement that
requires resolution. Sybron and SDS each shall designate an employee to
investigate, discuss and seek to settle the matter between them. If the two are
unable to settle the matter within 30 days after notification (or such longer
period as may be agreed to expressly by the parties), the matter shall be
submitted to a senior officer of Sybron and SDS, respectively, for
consideration.
5.2. Alternative Dispute Resolution; Litigation. If settlement cannot be
reached through the efforts of the senior officers within an additional 30 days,
or such longer time period as they shall agree upon, the parties shall consider
mediation, arbitration or other alternative means to resolve the dispute. If
they are unable to agree on an alternative dispute resolution mechanism, either
party may initiate legal proceedings to resolve the matter.
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ARTICLE VI
MISCELLANEOUS
6.1. Entire Agreement. This Agreement, including the Schedules and
Exhibits hereto and the Contribution Documents, shall constitute the entire
Agreement between Sybron and SDS with respect to the Distribution and shall
supersede all previous negotiations, commitments and writings with respect to
such subject matter, provided however, in the event of conflict between this
Agreement and any other agreement executed in connection herewith, the
provisions of such other agreement, including the Schedules and Exhibits hereto
and thereto, shall prevail.
6.2. Assignment. This Agreement and all the provisions hereof shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by either party
without the prior written consent of the other party; except that this Agreement
may be assigned to a parent or subsidiary of a party, or to a third party
acquiring substantially all of the assets of a party, without such prior written
consent to such an assignment, provided that any such third party expressly
assumes, and agrees to be bound by the terms of, this Agreement, and provided
further that the assigning party shall not be relieved of any of its obligations
hereunder in the event of such an assignment.
6.3. No Third Party Beneficiaries. This Agreement is solely for the
benefit of the parties and is not intended to confer upon any person except the
parties any rights or remedies hereunder. There are no third party beneficiaries
to this Agreement.
6.4. Written Amendment and Waiver. This Agreement may not be altered or
amended nor any rights hereunder be waived, except by an instrument in writing
executed by the party or parties to be charged with the amendment or waiver.
6.5 Limited Amendment or Waiver. No waiver of any term, provision or
condition of this Agreement or failure to exercise any right, power or remedy or
failure to enforce any provision of this Agreement, in any one or more
instances, shall be deemed to be a further or continuing waiver of any such
term, provision or condition or as a waiver of any other term, provision or
condition or enforcement right of this Agreement or deemed to be an impairment
of any right, power or remedy or acquiescence to any breach.
6.6. Reformation and Severability. If any provision of this Agreement
shall be held to be invalid, unenforceable or illegal in any jurisdiction under
any circumstances for any reason, (a) that provision shall be reformed to the
minimum extent necessary to cause such provision to be valid, enforceable and
legal and preserve the original intent of the parties, or (b) if that provision
cannot be so reformed, it shall be severed from this Agreement. The holding
shall not affect or impair the validity, enforceability or legality of the
provision in any other jurisdiction or under any other circumstances. Neither
the holding nor the reformation or severance shall affect or impair the
legality, validity or enforceability of any other provision of this Agreement to
the extent that the
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other provision is not itself actually in conflict with any applicable law. Upon
a determination that any term or provision is invalid, unenforceable or illegal,
the parties hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible.
6.7. Jurisdiction. This Agreement shall be governed and construed and
enforced in accordance with the internal laws of the State of Wisconsin (without
regard to conflict of law principles) as to all matters including, without
limitation, matters of validity, construction, effect, performance and remedies.
6.8. Titles and Headings. All titles and headings have been inserted
solely for the convenience of the parties and are not intended to be a part of
this Agreement or to affect its meaning or interpretation.
6.9 Counterparts. This Agreement, and any other agreement to be executed
in connection herewith, may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF the parties have caused this Agreement to be executed
as of the date first above written by their duly authorized officers.
SYBRON INTERNATIONAL CORPORATION
By: /s/ KENNETH F. YONTZ
----------------------------------------
Name: Kenneth F. Yontz
Title: President and Chief Executive Officer
SYBRON DENTAL SPECIALTIES, INC.
By: /s/ FLOYD W. PICKRELL, JR.
----------------------------------------
Name: Floyd W. Pickrell, Jr.
Title: President and Chief Executive Officer
SYBRON DENTAL MANAGEMENT, INC.
By: /s/ R. JEFFREY HARRIS
----------------------------------------
Name: R. Jeffrey Harris
Title: Assistant Secretary
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LIST OF EXHIBITS AND SCHEDULES
<TABLE>
<CAPTION>
DESCRIPTION EXHIBIT OR SCHEDULE NUMBER
----------- --------------------------
<S> <C>
Sybron International Corporation Certificate Exhibit A
Sybron Dental Specialties, Inc. Certificate Exhibit B
General Assignment, Assumption and Agreement
Regarding Litigation, Claims and Other Liabilities Exhibit C
Trade Name Assignment and Transitional Trade Name Exhibit D
Use and License Agreement
Insurance Matters Agreement Exhibit E
Employee Benefits Agreement Exhibit F
Tax Sharing and Indemnification Agreement Exhibit G
Interim Administrative Services Agreement Exhibit H
Confidentiality and Nondisclosure Agreement Exhibit I
Option Waivers and Releases Exhibit J
List of Laboratory Business Subsidiaries Schedule 1
List of Dental Business Subsidiaries Schedule 2
List of Banks Maintaining Dental Business Accounts Schedule 4.5
Allocation of Expenses Relating to Distribution Schedule 4.9
</TABLE>
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SCHEDULE 1
LABORATORY BUSINESS SUBSIDIARIES
SYBRON INTERNATIONAL CORPORATION
(TO BE RENAMED APOGENT TECHNOLOGIES INC.)
MEXOSERV COMPANY
NUNC UK LIMITED
Sybron Holdings A/S
Nunc A/S
NNI Biotech AB
SYBRON DEUTSCHLAND GMBH
Gerhard Menzel GmbH
Gerhard Menzel Glasbearbeitungswerk GmbH & Co. K.G.
Microm International GmbH
Nunc GmbH & Co. K.G.
Nunc Verwaltungs GmbH
Scherf Prazision Europa GmbH
SYBRON FOREIGN SALES CORPORATION
SYBRON LABORATORY PRODUCTS CORPORATION
Barnstead Thermolyne Corporation
Lab-Line Instruments, Inc.
Erie Scientific Company
Alexon-Trend, Inc.
Applied Biotech, Inc.
Chase Scientific Glass, Inc.
Erie Electroverre S.A.
Erie Scientific Company of Hungary KFT
Erie Scientific Company of Puerto Rico
Erie Watala Glass Co. Ltd.
Ever Ready Thermometer Co., Inc.
Microgenics Corporation
Consolidated Technologies, Inc.
Microgenics GmbH
Microgenics Pty. Limited
NERL Diagnostics Corporation
Owl Separation Systems, Inc.
<PAGE> 14
Remel Inc.
Richard-Allan Scientific Company
Lab Vision Corporation
Microm Laborgerate SL
Samco Scientific Corporation
The Naugatuck Glass Company
Nalge Nunc International Corporation
Centripetal Technology Limited
Genevac Limited
Matrix Technologies Corporation
MTRX Corp.
Matrix Technologies Corporation Limited
Molecular BioProducts, Inc.
Labomex, MBP S. de R.L. de C.V.
Nalge Nunc International K.K.
National Scientific Company
Robbins Scientific Corporation
Genevac Inc.
Summit Biotechnology, Inc.
SYBRON TRANSITION CORP.
SYBRON U.K. LIMITED
Electrothermal Engineering Ltd.
Stem Corporation Limited
Nalge (Europe) Limited
Robbins Scientific (Europe) Limited
Sybron Pensions Limited
<PAGE> 15
SCHEDULE 2
DENTAL BUSINESS SUBSIDIARIES
SYBRON DENTAL SPECIALTIES, INC.
(FORMERLY KNOWN AS SDS HOLDING CO.)
SYBRON DENTAL SPECIALTIES, INC.
(TO BE RENAMED SYBRON DENTAL MANAGEMENT, INC.)
LRS ACQUISITION CO.
Ormco Corporation
Allesee Orthodontic Appliances, Inc.
Maquiladora Aci-Mex, S.A. de C.V.
Ormco B.V.
Ormco Europe B.V.
Ormco de Mexico, S.A. de C.V.
Ormco (Europe) AG
Ormco GmbH
Ormco Pty. Limited
Ormex S.A. de C.V.
Socodent S.A.
Aida International
Ormodent Belgique, S.A.
Ormodent L.D.A.
Ormodent S.A.
SDS de Mexico, S.A. de C.V.
KERR CORPORATION
belle de st. claire, inc.
Kerr Australia Pty. Limited
Kerr (Europe) A.G.
Kerr GmbH
Kerr Italia, S.p.A.
Metrex Research Corporation
Sybron Dental Specialties Japan, Inc.
KERR U.K. LIMITED
Analytic Endodontics U.K. Limited
PINNACLE PRODUCTS, INC.
SYBRON CANADA LIMITED
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SCHEDULE 4.5
BANKS MAINTAINING DENTAL BUSINESS ACCOUNTS
1. Chase Manhattan Bank
2. Mellon Bank
<PAGE> 17
SCHEDULE 4.9
ALLOCATION OF EXPENSES RELATING TO DISTRIBUTION
Sybron will bear all costs related to the Distribution which are not ongoing
costs of SDS after the Distribution, other than the costs associated with SDS's
bank financing. Such costs to be borne by Sybron include, but are not limited
to, fees to be paid to Sybron's financial advisors in connection with the
Distribution, the costs of preparing the Contribution Documents, the costs
associated with the preparation and filing of the Form 10 to register SDS's
common stock and related preferred stock purchase rights with the SEC, the costs
associated with the organization of SDS, the up-front fee of $400,000 to be paid
in connection with, and the costs of preparing, the amendment of the sale and
leaseback agreements between Sybron and certain of its subsidiaries and
Corporate Property Associates 7 and Corporate Property Associates 8, and the
costs associated with obtaining a ruling from the Internal Revenue Service to
the effect that the Distribution will be tax-free to Sybron and its
shareholders. SDS shall pay all costs associated with its bank financing,
including attorneys' fees and expenses, and underwriting, up-front and other
fees to lenders, and all ongoing financing and sale and leaseback costs.
