$12,611,503.87 Minneapolis, Minnesota April 1, 2002
Maker: GreatBanc Trust Company, an Illinois corporation, not in its individual or corporate capacity, but solely
as trustee of the Thompson Dental Company Employee Stock Ownership Plan and Trust
FOR VALUE RECEIVED, the Maker promises to pay to the order of Thompson Dental Company, a South
Carolina corporation (the "Company") at its offices located at 1106 Knox Abbott Drive, Cayce, South Carolina
29033 (P.O. Box 3486, Cayce, South Carolina, 29171), or at such other place as any present or future holder
of this Note may designate from time to time, the principal amount of Twelve Million Six Hundred Eleven
Thousand Five Hundred Three and 87/100 Dollars ($12,611,503.87), plus interest thereon from the date hereof
until this Note is fully paid.
Interest: The initial interest rate under this Note is 1.79125% per annum, which is the LIBOR rate on January 14,
2002. On January 13 and July 13 of each year, the annual interest rate under this Note shall automatically change
to a rate equal to the Index Rate on such date. "Index Rate" means the six month London Interbank Offered Rate
on said January 13 or July 13 as quoted in the Wall Street Journal (or, if said January 13 or July 13 is not a
business day, on the next succeeding business day). If the Index Rate is no longer available, the holder of this
Note may select a comparable Index Rate for use under this Note.
Payments: The Maker shall make the following payments of principal and interest under this Note:
Payments of accrued interest only on April 30, 2002, and each April 30 thereafter ending on April 30, 2011.
Payments of Principal in the amount of $200,000 plus accrued interest on April 30, 2012 and each April 30
thereafter ending on April 30, 2020. One final payment of the remaining unpaid principal balance plus accrued
interest shall be made on April 30, 2021.
Prepayments: All or any part of the unpaid balance of this Note may be prepaid at any time with