Zimmer Biomet Holdings, Inc. €500,000,000 1.414% Notes due 2022 €500,000,000 2.425% Notes due 2026 Underwriting AgreementPaying Agency Agreement • December 12th, 2016 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Zimmer Biomet 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, €500,000,000 aggregate principal amount of its 1.414% Notes due 2022 (the “Notes due 2022”) and €500,000,000 aggregate principal amount of its 2.425% Notes due 2026 (the “Notes due 2026” and, together with the Notes due 2022, the “Securities”), to be issued under an indenture (as supplemented prior to the date hereof, 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 fourth supplemental indenture dated as of December 13, 2016 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee. In connection with the issuance and sale
