0001193125-12-254530 Sample Contracts

TERM LOAN AGREEMENT ZIMMER K.K. as Borrower and SUMITOMO MITSUI BANKING CORPORATION as the Bank Dated as of May 24, 2012
Term Loan Agreement • May 31st, 2012 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

This TERM LOAN AGREEMENT, dated as of May 24, 2012 (as it may be amended, extended, replaced or renewed from time to time, the “Agreement”), between ZIMMER K.K., a corporation organized under the laws of Japan (the “Borrower”), and SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation (the “Bank”), sets forth the binding agreement of the parties.

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LETTER OF GUARANTEE
Letter of Guarantee • May 31st, 2012 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

LETTER OF GUARANTEE dated as of May 24, 2012 (the “Letter of Guarantee”) made by the undersigned ZIMMER HOLDINGS, INC., a Delaware corporation (the “Guarantor”), in favor of SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation, and/or any of its subsidiaries or affiliates (individually or collectively, as the context may require, the “Bank”).

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