Zimmer Holdings, Inc. $250,000,000 1.400% Notes due 2014 $300,000,000 3.375% Notes due 2021 Underwriting AgreementUnderwriting Agreement • November 10th, 2011 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Zimmer Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $250,000,000 aggregate principal amount of its 1.400% Notes due 2014 (the “Notes due 2014”) and $300,000,000 aggregate principal amount of its 3.375% Notes due 2021 (the “Notes due 2021” and, together with the Notes due 2014, the “Securities”), to be issued under an indenture (the “Base Indenture”) dated as of November 17, 2009, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a second supplemental indenture (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee.
