EXECUTION COPY $1,350,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among ZIMMER HOLDINGS, INC., ZIMMER, INC., ZIMMER K.K., ZIMMER LTD., ZIMMER SWITZERLAND HOLDINGS LTD., ZIMMER INVESTMENT LUXEMBOURG S.C.A., ZIMMER GMBH, THE BORROWING SUBSIDIARIES, THE SUBSIDIARY GUARANTORS, THE LENDERS NAMED HEREIN

Exhibit 10.1

EXECUTION COPY

$1,350,000,000

AMENDED AND RESTATED

CREDIT AGREEMENT

among

ZIMMER HOLDINGS, INC.,

ZIMMER, INC.,

ZIMMER K.K.,

ZIMMER LTD.,

ZIMMER SWITZERLAND HOLDINGS LTD.,

ZIMMER INVESTMENT LUXEMBOURG S.C.A.,

ZIMMER GMBH,

THE BORROWING SUBSIDIARIES,

THE SUBSIDIARY GUARANTORS,

THE LENDERS NAMED HEREIN,

JPMORGAN CHASE BANK, N.A., as General Administrative Agent,

JPMORGAN CHASE BANK, N.A., TOKYO BRANCH, as Japanese Administrative Agent,

and

J.P. MORGAN EUROPE LIMITED, as European Administrative Agent,

Dated as of March 31, 2005

Banc of America Securities LLC
and J.P. Morgan Securities Inc.,
as Joint Book Managers

Banc of America Securities LLC,

J.P. Morgan Securities Inc. and Credit Suisse First Boston,
as Joint Lead Arrangers

Bank of America, N.A. and Credit Suisse First Boston,
as Co-Syndication Agents

SunTrust Bank and BNP Paribas,
as Co-Documentation Agents

TABLE OF CONTENTS

i

ii

iii

iv

     AMENDED AND RESTATED CREDIT AGREEMENT (the “ Agreement ”) dated as of March 31, 2005, among ZIMMER HOLDINGS, INC., a Delaware corporation (the “ Company ”), ZIMMER, INC., a Delaware corporation (“ Zimmer ” and, together with the Company, the “ U.S. Borrowers ”), ZIMMER K.K., a company organized under the laws of Japan (the “ Japanese Borrower ”), ZIMMER LTD., a company incorporated under the laws of England and Wales (the “ English Borrower ”), ZIMMER SWITZERLAND HOLDINGS LTD., a company organized under the laws of Switzerland formerly named Centerpulse Ltd. (“ Zimmer Switzerland ”), ZIMMER GMBH, a company organized under the laws of Switzerland (together with Zimmer Switzerland, the “ Swiss Borrowers ”), ZIMMER INVESTMENT LUXEMBOURG S.C.A., a company organized under the laws of Luxembourg (the “ Luxembourg Borrower ” and, together with the English Borrower and the Swiss Borrowers, the “ European Borrowers ”), the BORROWING SUBSIDIARIES (as defined herein), the SUBSIDIARY GUARANTORS (as defined herein), the LENDERS (as defined herein), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “ General Administrative Agent ”), JPMORGAN CHASE BANK, N.A., TOKYO BRANCH, as administrative agent for the Japanese Lenders (in such capacity, the “ Japanese Administrative Agent ”), and J.P. MORGAN EUROPE LIMITED, as administrative agent for the European Lenders (in such capacity, the “ European Administrative Agent ”).

     The parties hereto agree as follows:

ARTICLE I

Definitions

          SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

          “ 364-Day Credit Agreement ” shall mean the 364-Day Credit Agreement dated as of May 24, 2004, among the Company, Zimmer, the borrowing subsidiaries party thereto, the lenders from time to time party thereto and JPMCB, as Administrative Agent.

          “ ABR ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

          “ Acquisition ” shall mean the acquisition by the Company of Centerpulse AG, a Swiss company, and Incentive Capital AG, a Swiss registered investment company, and all related transactions.

1

          “ Acquisition Date ” shall mean October 2, 2003.

          “ Additional Cost ” shall mean, in relation to any Borrowing denominated in Sterling for any Interest Period, the cost as calculated by the European Administrative Agent in accordance with Exhibit G imputed to each Multicurrency Lender of compliance with the mandatory liquid assets requirements of the Bank of England during that Interest Period, expressed as a percentage.

          “ Adjusted Eurocurrency Rate ” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to (a) if such Eurocurrency Borrowing is denominated in a Currency other than Sterling, (i) the applicable Eurocurrency Rate for such currency in effect for such Interest Period divided by (ii) one minus the Eurocurrency Reserve Requirements, and (b) if such Eurocurrency Borrowing is denominated in Sterling, the applicable Eurocurrency Rate in effect for such Interest Period plus Additional Cost.

          “ Administrative Agents ” shall mean the collective reference to the General Administrative Agent, the Japanese Administrative Agent and the European Administrative Agent; each, individually, an “ Administrative Agent ”.

          “ Administrative Fees ” shall have the meaning assigned to such term in Section 6.07(b).

          “ Administrative Questionnaire ” shall mean an administrative questionnaire delivered by a Lender pursuant to Section 13.04 in the form of Exhibit D.

          “ Advance Agent ” shall mean JPMCB, as competitive advance facility agent.

          “ Affiliate ” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly, Controls or is Controlled by or is under common Control with the Person specified.

          “ Alternate Base Rate ” shall mean for any day, a rate per annum equal to the greater of (a) the rate of interest per annum publicly announced from time to time by JPMCB as its base rate in effect at its principal office in New York City and (b) 1/2 of one percent above the Federal Funds Effective Rate. If for any reason JPMCB shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate specified in clause (b) of the first sentence of this definition, for any reason, including, without limitation, the inability or failure of JPMCB to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate shall be effective on the effective date of any change in such rate.

          “ Alternate Currency ” shall mean (i) each Committed Currency and (ii) Japanese Yen.

          “ Applicable Administrative Agent ” shall mean, (a) with respect to a Loan or Borrowing denominated in Dollars, and with respect to any payment hereunder that does not

2

relate to a particular Loan or Borrowing, the General Administrative Agent, (b) with respect to a Borrowing denominated in Japanese Yen, the Japanese Administrative Agent, (c) with respect to a Borrowing denominated in a Committed Currency, the European Administrative Agent and (d) with respect to a Competitive Borrowing, the Advance Agent.

          “ Applicable Margin ” shall mean, for each Loan, the applicable rate per annum determined pursuant to the Pricing Grid.

          “ Applicable Percentage ” shall mean, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitments. If the Commitments have terminated or expired, “ Applicable Percentage ” shall mean, with respect to any Lender, the percentage of the aggregate outstanding principal amount of the Revolving Credit Exposures and Competitive Loans represented by the aggregate outstanding principal amount of such Lender’s Revolving Credit Exposures and Competitive Loans.

          “ Arrangers ” shall mean Banc of America Securities LLC, J.P. Morgan Securities Inc. and CSFB.

          “ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee in the form of Exhibit B, or such other form as shall be approved by the General Administrative Agent.

          “ Bank of America ” shall mean Bank of America, N.A.

          “ Basis Point ” shall mean 1/100th of 1%.

          “ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

          “ Board of Directors ” shall mean either the board of directors of the Company or any duly authorized committee thereof or any committee of officers of the Company acting pursuant to authority granted by the board of directors of the Company or any committee of such board.

          “ Borrowers ” shall mean the U.S. Borrowers, the European Borrowers, the Japanese Borrower and any Borrowing Subsidiary.

          “ Borrower Obligations ” shall mean the due and punctual payment of (i) the principal of and interest on any Loans made by the Lenders to the Borrowers pursuant to this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, reimbursements, costs, expenses and indemnities (including the obligations described in Section 2.04) of the Borrowers to the Lenders under this Agreement and the other Loan Documents.

          “ Borrowing ” shall mean (a) Loans of the same Class, Type and Currency, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect, (b) a Competitive Loan or group of Competitive Loans of the

3

same Type made on the same date and as to which a single Interest Period is in effect or (c) a Swingline Loan.

          “ Borrowing Request ” shall mean a request by any Borrower for a Borrowing in accordance with Section 2.03.

          “ Borrowing Subsidiary ” shall mean any Wholly Owned Subsidiary of the Company designated as a Borrowing Subsidiary by the Company pursuant to Section 2.04.

          “ Borrowing Subsidiary Agreement ” shall mean a Borrowing Subsidiary Agreement substantially in the form of Exhibit E.

          “ Borrowing Subsidiary Termination ” shall mean a Borrowing Subsidiary Termination substantially in the form of Exhibit F.

          “ Business Day ” shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City; provided , however , that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market, or in the city which is the principal financial center of the country of issuance of the applicable Alternate Currency.

           “ CAM ” shall mean the mechanism for the allocation and exchange of interests in Loans and other extensions of credit under the several Classes and collections thereunder established under Section 13.17.

           “ CAM Exchange ” shall mean the exchange of the Lender’s interests provided for in Section 13.17.

          “ CAM Exchange Date ” shall mean any date on which either (a) an Event of Default under paragraph (g) or (h) of Article XI has occurred with respect to a Borrower or (b) the Commitments shall have been terminated prior to the Maturity Date and/or the Loans shall have been declared immediately due and payable, in either case pursuant to Article XI.

          “ CAM Percentage ” shall mean, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent (determined on the basis of Exchanges Rates prevailing on the CAM Exchange Date) of the Designated Obligations owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent (as so determined) of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) immediately prior to CAM Exchange Date.

          “ Capital Lease Obligations ” of any Person, shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

4

          “ Cash Equivalents ” shall mean (a) marketable direct obligations issued by, or unconditionally guaranteed or insured by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits, bankers’ acceptances or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof whose short-term commercial paper rating at the time of acquisition is at least B or the equivalent thereof by Fitch IBCA, A-3 or the equivalent thereof by S&P, or P-3 or the equivalent thereof by Moody’s; (c) commercial paper of an issuer rated at least A-2 or the equivalent thereof at the time of acquisition by S&P or at least P-2 or the equivalent thereof at the time of acquisition by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities or marketable direct obligations with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; provided , however , that, in case of any investment by a Foreign Subsidiary, “ Cash Equivalents ” shall also include: (i) certificates of deposit, time deposits, Eurodollar time deposits, bankers’ acceptances or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any commercial bank located in the same jurisdiction as such Foreign Subsidiary whose short-term commercial paper rating at the time of acquisition would meet or exceed those ratings applicable to a Lender set forth in clause (b) hereof, (ii) direct obligations of the sovereign nation (or any agency thereof) in which such Foreign Subsidiary is organized or is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), in each case maturing within one year from the date of acquisition, (iii) investments of the type and maturity described in clauses (c) through (f) above of obligors located in the same jurisdiction as such Foreign Subsidiary, which Investments or obligors (or the parent of any such obligor) have ratings described in clauses (c) through (f) or equivalent ratings from comparable foreign rating agencies and (iv) shares of money market mutual or similar funds which invest exclusively in assets otherwise satisfying the requirements of this proviso.

          “ Change in Control ” shall be deemed to have occurred if (a) any Person or group of Persons (other than (i) the Company, (ii) any Subsidiary or (iii) any employee or director benefit plan or stock plan of the Company or a Subsidiary or any trustee or fiduciary with respect to any such plan when acting in that capacity or any trust related to any such plan) shall have acquired beneficial ownership of shares representing more than 20% of the combined voting power represented by the outstanding Voting Shares of the Company (within the meaning of

5

Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder) or (b) during any period of 12 consecutive months, commencing before and ending after, or commencing after the Restatement Date, individuals who on the first day of such period were directors of the Company (together with any replacement or additional directors who were nominated or elected by a majority of directors then in office) cease to constitute a majority of the Board of Directors of the Company.

          “ Change in Law ” shall mean (a) the adoption of any law, rule or regulation after the Restatement Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Restatement Date or (c) compliance by any Lender (or, for purposes of Section 6.10, by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Restatement Date.

          “ Class ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are U.S. Revolving Loans, Multicurrency Revolving Loans, Japanese Revolving Loans, Swingline Loans, or Competitive Loans and when used in reference to any Commitment, refers to whether such Commitment is a U.S. Commitment, a Multicurrency Commitment or a Japanese Commitment.

          “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

          “ Commitments ” shall mean the collective reference to the U.S. Commitments, the Multicurrency Commitments and the Japanese Commitments. The initial aggregate amount of the Commitments is $1,350,000,000.

          “ Committed Currency ” shall mean (a) Euro, Sterling and Swiss Francs and (b) any other Eligible Currency that shall be designated by the Company in a notice delivered to the General Administrative Agent and approved by the General Administrative Agent and all the Multicurrency Lenders as a Committed Currency.

          “ Company ” shall have the meaning set forth in the preamble.

          “ Company Stock ” shall mean the common stock, $0.01 par value per share, of the Company, and the associated preferred stock purchase rights.

          “ Competitive Bid ” shall mean an offer by a Lender to make a Competitive Loan pursuant to Article III.

          “ Competitive Bid Accept/Reject Letter ” shall mean a notification made by the Company pursuant to Section 3.01(d) in the form of Exhibit A-4.

          “ Competitive Bid Rate ” shall mean, as to any Competitive Bid, the Competitive Loan Margin or the Fixed Rate, as applicable, offered by the Lender making such Competitive Bid.

6

          “ Competitive Bid Request ” shall mean a request made pursuant to Article III in the form of Exhibit A-1.

          “ Competitive Borrowing ” shall mean a Borrowing consisting of a Competitive Loan or concurrent Competitive Loans from the Lender or Lenders whose Competitive Bids for such Borrowing have been accepted under the bidding procedure described in Article III.

          “ Competitive Loan ” shall mean a Loan made pursuant to Article III. Each Competitive Loan shall be a Eurocurrency Competitive Loan or a Fixed Rate Loan.

          “ Competitive Loan Exposure ” shall mean, with respect to any Lender at any time, the aggregate principal amount of the outstanding Competitive Loans of such Lender.

          “ Competitive Loan Margin ” shall mean, with respect to any Competitive Loan bearing interest at a rate based on the Eurocurrency Rate, the marginal rate of interest, if any, to be added to or subtracted from the Eurocurrency Rate in order to determine the interest rate applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid.

          “ Conduit Lender ” means any special purpose entity organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument subject to the consent of the Company (such consent not to be unreasonably withheld); provided , that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided , further , that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 6.10, 6.11, 6.12, or 13.05 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

          “ Consolidated EBITDA ” shall mean, for any period, Consolidated Net Income for such period plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Debt (including the Loans), (c) depreciation and amortization expense (plus, to the extent GAAP then includes amounts as such expense, amounts of such expenses (calculated under the current GAAP) for any prior portion of such period if not otherwise so included), (d) amortization of intangibles (including goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business), (f) one-time integration costs in connection with the Acquisition incurred during the first 12 months (or 18 months in the case of costs associated with the closure of manufacturing facilities) after the Acquisition Date in an amount in the aggregate not to exceed $200,000,000, and one-time transaction costs (other than integration costs) in connection

7

with the Acquisition incurred on or before the Acquisition Date or during the first three months after the Acquisition Date, in each case as set forth in reasonable detail on a schedule prepared by the Company and delivered to the Lenders with the financial statements for the relevant period, (g) purchase accounting adjustments (including inventory step-ups and write-downs of in process research and development) in connection with the Acquisition and made within the first 12 months of the Acquisition Date, (h) any non-cash expenses relating to stock option exercises (if applicable accounting rules so require) and (i) any other non-cash charges and minus , to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income, (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business) and (c) any other non-cash income, all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “ Reference Period ”) pursuant to any determination of the Consolidated Leverage Ratio, (i) if at any time during such Reference Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period the Company or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “ Material Acquisition ” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by the Company and its Subsidiaries in excess of $25,000,000; and “ Material Disposition ” means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $25,000,000.

          “ Consolidated Interest Coverage Ratio ” shall mean, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

          “ Consolidated Interest Expense ” shall mean, for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of the Company and its Subsidiaries for such period with respect to all outstanding Debt of the Company and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing), minus interest income on cash equivalent investments.

          “ Consolidated Leverage Ratio ” shall mean, as at the last day of any period, the ratio of (a) the sum of (i) Consolidated Total Debt plus , to the extent not included in the definition of Consolidated Total Debt, (ii) the aggregate amount of financing provided by third-parties in connection with Permitted Receivables Securitizations on such day to (b) Consolidated EBITDA for such period.

8

          “ Consolidated Net Income ” shall mean, for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded, without duplication, (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Company) in which the Company or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

          “ Consolidated Net Tangible Assets ” shall mean, with respect to the Company, the total amount of its assets (less applicable reserves and other properly deductible items) after deducting (i) all current liabilities (excluding the amount of those which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined) and (ii) all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as set forth on the most recent balance sheet of the Company and its consolidated subsidiaries and determined on a consolidated basis in accordance with GAAP.

          “ Consolidated Total Debt ” shall mean, at any date, the aggregate stated balance sheet amount of all Debt of the Company and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, minus up to $50,000,000 of cash and cash equivalent investments held in the United States by the U.S. Borrowers and the Subsidiary Guarantors; provided that such cash and cash equivalent investments are free of any Liens.

          “ Contractual Obligation ” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

          “ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

          “ Credit Party ” shall mean any Borrower or any Subsidiary Guarantor.

          “ CSFB ” shall mean Credit Suisse First Boston, a bank organized under the laws of Switzerland, acting through its Cayman Islands branch.

          “ Currency ” shall mean Dollars or any Alternate Currency.

           “ Debt ” of any Person, shall mean, without duplication, (i) all obligations of such Person represented by notes, bonds, debentures or similar evidences of indebtedness; (ii) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services other than, in the case of any such deferred purchase price, on normal trade terms,

9

(iii) all rental obligations of such Person as lessee under leases which shall have been or should be recorded as Capital Lease Obligations, (iv) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (v) all obligations, contingent or otherwise, of such Person as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (vi) the liquidation value of all preferred capital stock of such Person which is redeemable at the option of the holder thereof or which may become (by scheduled or mandatory redemption) due within one year of the Maturity Date, (vii) all Guarantees of such Person in respect of obligations of the kind referred to in clauses (i) through (vi) above, (viii) all obligations of the kind referred to in clauses (i) through (vii) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by the applicable Person, whether or not such Person has assumed or become liable for the payment of such obligation and (ix) for the purposes of paragraph (f) of Article XI only, all obligations in respect of Hedge Agreements. The Debt of any Person shall include Debt of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefore as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Debt expressly provide that such Person is not liable therefor.

          “ Default ” shall mean any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

          “ Designated Obligations ” shall mean all obligations of the Credit Parties with respect to (a) principal of and interest on the Loans of each Class (other than Competitive Loans), (b) unreimbursed LC Disbursements and interest thereon and (c) all facility fees and participation fees under Section 6.07 with respect thereto.

          “ Dollar Equivalent ” shall mean, with respect to an amount denominated in any Alternate Currency, the equivalent in Dollars of such amount determined at the Exchange Rate determined by the General Administrative Agent on the date of determination of such equivalent. In making any determination of the Dollar Equivalent for purposes of calculating the amount of Loans to be borrowed from the respective Lenders on any date, the Applicable Administrative Agent shall use the relevant Exchange Rate in effect on the date on which the relevant Borrower delivers a borrowing notice for such Loans pursuant to the provisions of this Agreement.

           “ Dollars ” or “ $ ” shall mean lawful money of the United States of America.

          “ Domestic Wholly Owned Subsidiary ” shall mean a Wholly Owned Subsidiary that is incorporated or organized under the laws of the United States or any state or political subdivision thereof.

          “ Eligible Currency ” shall mean at any time any currency (other than Dollars, Euro, Sterling, Swiss Francs or Japanese Yen) that is freely tradeable and exchangeable into Dollars in the London market and for which an Exchange Rate can be determined.

10

          “ English Borrower ” shall have the meaning set forth in the Preamble.

          “ Environmental and Safety Laws ” shall mean any and all applicable current and future treaties, laws (including without limitation common law), regulations, enforceable requirements, binding determinations, orders, decrees, judgments, injunctions, permits, approvals, authorizations, licenses, permissions, or binding agreements issued, promulgated or entered by any Governmental Authority, relating to the environment, to employee health or safety as it pertains to the use or handling of, or exposure to, any Hazardous Substance, to preservation or reclamation of natural resources or to the management, release or threatened release of any Hazardous Substance, including without limitation the Hazardous Materials Transportation Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, the Clean Air Act of 1970, as amended, the Toxic Substances Control Act of 1976, the Occupational Safety and Health Act of 1970, as amended, the Emergency Planning acid Community Right-to-Know Act of 1986, the Safe Drinking Water Act of 1974, as amended, any similar or implementing state law, all amendments of any of them, and any regulations promulgated under any of them.

          “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 or ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

          “ ERISA Termination Event ” shall mean (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of the Company or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001 (a) of ERISA, or (iii) the incurrence of liability under Title IV of ERISA with respect to the termination of a Plan, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) the receipt by the Company or any ERISA Affiliate of any notice (whether or not written) from the PBGC of any event or condition which the PBGC asserts is reasonably likely to constitute grounds under Section 4042 of ERISA to terminate, or to appoint a trustee to administer, any Plan or (vi) the partial or complete withdrawal of the Company or any ERISA Affiliate of the Company from, or the Insolvency or Reorganization of, a Multiemployer Plan as defined in Section 4001(a)(3) of ERISA.

          “ Euro ” and “ € ” shall mean the single currency of the participating member states of the European Union as constituted by the Treaty of Rome of March 25, 1957 (as amended by the Single European Act 1986, the Maastricht Treaty which was signed at Maastricht on February 7, 1992 and came into force on November 1, 1993), the Amsterdam Treaty (which was signed at Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice

11

Treaty (which was signed on February 26, 2001), each as amended from time to time and as referred to in legislative measures of the European Union for the introduction of, changeover to or operating of the Euro in one or more member states.

          “ Eurocurrency ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to a Eurocurrency Rate.

          “ Eurocurrency Rate ” shall mean (a) with respect to any Eurocurrency Borrowing (other than Borrowings denominated in Euro or Japanese Yen) for any Interest Period, the rate appearing on Page 3740 or Page 3750, as the case may be, of Dow Jones Markets (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the General Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars or the applicable Alternate Currency in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Dollars or the applicable Alternate Currency with a maturity comparable to such Interest Period, (b) with respect to any Eurocurrency Borrowing denominated in Euro for any Interest Period, the rate appearing on page 248 of Dow Jones Markets (it being understood that this rate is the Euro interbank offered rate (known as the “ EURIBOR Rate ”) sponsored by the Banking Federation of the European Union (known as the “ FBE ”) and the Financial Markets Association (known as the “ ACI ”)) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Euro with a maturity comparable to such Interest Period, and (c) with respect to any Eurocurrency Borrowing denominated in Japanese Yen for any Interest Period, the rate appearing on the TIBM Page under the caption “Average 10 Banks” of Reuters (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by General Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Japanese Yen in the Tokyo interbank market) at approximately 11:00 a.m., Tokyo time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Japanese Yen with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “Eurocurrency Rate” with respect to such Eurocurrency Borrowing for such Interest Period shall be the rate per annum (rounded upwards, if necessary, to the next Basis Point) equal to the arithmetic average of the rates at which deposits in Dollars or the applicable Alternate Currency approximately equal in principal amount to such Borrowing and for a maturity comparable to such Interest Period are offered (x) with respect to any Eurocurrency Borrowing (other than Borrowings denominated in Japanese Yen), to the principal London offices of the Reference Lenders (or, if any Reference Lender does not at the time maintain a London office, the principal London office of any Affiliate of such Reference Lender) in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period and (y) with respect to any Eurocurrency Borrowing denominated in Japanese Yen, to the principal Tokyo offices of the Reference Lenders (or, if any Reference Lender does not at the time maintain a Tokyo office, the principal Tokyo office of any Affiliate of such Reference Lender) in immediately available funds in the Tokyo interbank

12

market at approximately 11:00 a.m., Tokyo time, two Tokyo Business Days prior to the commencement of such Interest Period; provided , however , that, if only two Reference Lenders notify the General Administrative Agent of the rates offered to such Reference Lenders (or any Affiliates of such Reference Lenders) as aforesaid, the Eurocurrency Rate with respect to such Eurocurrency Borrowing shall be equal to the arithmetic average of the rates so offered to such Reference Lenders (or any such Affiliates).

          “ Eurocurrency Reserve Requirements ” shall mean, with respect to the Eurocurrency Loans of any Lender for any day, that percentage (expressed as a decimal) that is in effect on such day, as prescribed by any Governmental Authority for determining the reserve, liquid asset or similar requirement with respect to such Eurocurrency Loans for such Lender that is subject to the rules and regulations of such Governmental Authority.

          “ European Administrative Agent ” shall mean J.P. Morgan Europe Limited, together with its affiliates (it being understood that any notices required to be delivered to the European Administrative Agent under this Agreement need not be delivered to such affiliates), as administrative agent for the Multicurrency Lenders under this Agreement and the other Loan Documents, and any successor thereto appointed pursuant to Article XII.

          “ European Borrowers ” shall have the meaning set forth in the preamble, and when used to describe a Borrower who is permitted to borrow under the Multicurrency Commitment, shall mean and include any Borrowing Subsidiary organized and existing under the laws of a jurisdiction whose currency is a Committed Currency.

          “ Event of Default ” shall have the meaning assigned to such term in Article XI.

          “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

          “ Exchange Rate ” shall mean, with respect to any Alternate Currency on a particular date, the rate at which such Alternate Currency may be exchanged into Dollars, as set forth on such date on the applicable Reuters currency page with respect to such Alternate Currency; provided that, the Company may make a one time election with the approval of the General Administrative Agent (such approval not to be unreasonably withheld) to use Bloomberg currency pages to determine the Exchange Rate instead of the Reuters currency pages. In the event that such rate does not appear on the applicable Reuters currency page or Bloomberg currency page, as the case may be, the Exchange Rate with respect to such Alternate Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the General Administrative Agent and the Company or, in the absence of such agreement, such Exchange Rate shall instead be JPMCB’s spot rate of exchange in the London interbank or other market where its foreign currency exchange operations in respect of such Alternate Currency are then being conducted, at or about 10:00 a.m., Local Time, at such date for the purchase of Dollars with such Alternate Currency, for delivery two Business Days later; provided , however , that if at the time of any such determination, for any reason, no such spot rate is being quoted, the General Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

13

          “ Existing Credit Agreement ” shall mean the Amended and Restated Revolving Credit and Term Loan Agreement dated as of May 24, 2004, among the Company, Zimmer, the Japanese Borrower, the English Borrower, Zimmer Switzerland, the borrowing subsidiaries party thereto, the lenders from time to time party thereto and the Administrative Agents.

          “ Existing Letters of Credit ” shall mean the outstanding letters of credit set forth on Schedule 4.01.

          “ Existing Term Loans ” shall mean the term loans outstanding under the Existing Credit Agreement immediately prior to the Restatement Date in the aggregate outstanding principal amount of $550,000,000.

          “ Federal Funds Effective Rate ” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as released on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so released for any day which is a Business Day, the arithmetic average (rounded upwards, if necessary, to the next 1/100th of 1%), as determined by the General Administrative Agent, of the quotations for the day of such transactions received by the General Administrative Agent from three Federal funds brokers of recognized standing selected by it.

          “ Financial Officer ” of any corporation shall mean the chief financial officer, principal accounting officer, vice president of finance, controller or treasurer of such corporation.

          “ Fixed Rate ” shall mean, with respect to any Competitive Loan (other than a Eurocurrency Competitive Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid.

          “ Fixed Rate Loan ” shall mean a Competitive Loan bearing interest at a Fixed Rate.

          “ Foreign Borrowing Subsidiary ” shall mean any Borrowing Subsidiary that is a Foreign Subsidiary.

          “ Foreign Subsidiary ” shall mean any Subsidiary that is not organized under the laws of the United States or any state or political subdivision thereof.

          “ GAAP ” shall mean generally accepted accounting principles in the United States of America.

          “ General Administrative Agent ” shall mean JPMCB, together with its affiliates (it being understood that any notices required to be delivered under this Agreement to the General Administrative Agent need not be delivered to such affiliates), as general administrative agent for the Lenders under this Agreement and the other Loan Documents, and any successor thereto appointed pursuant to Article XII.

          “ Governmental Authority ” shall mean the government of any nation, including, but not limited to, the United States of America, or any political subdivision thereof, whether

14

state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “ Guarantee ” of or by any Person (the “ guarantor ”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Debt or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Debt or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Debt or obligation; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

          “ Guarantor ” shall mean the collective reference to the Company and the Subsidiary Guarantors.

          “ Hazardous Substances ” shall mean any toxic, radioactive, mutagenic, carcinogenic, noxious, caustic or otherwise hazardous substance, material or waste, including petroleum, its derivatives, by-products and other hydrocarbons, including, without limitation, polychlorinated biphenyls (“ PCBs ”), asbestos or asbestos-containing material, and any substance, waste or material regulated or that could reasonably be expected to result in liability under Environmental and Safety Laws.

          “ Hedge Agreements ” shall mean all interest rate swaps, caps or collar agreements or similar arrangements dealing with interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.

          “ Inactive Subsidiary ” shall mean, at any time, any Subsidiary that (a) has consolidated assets of less than $50,000 at such time, (b) has not conducted any business or other operations during the prior 12-month period and (c) has no outstanding Debt at such time.

          “ Incremental Facility Amount ” shall mean, at any time the excess, if any, of (a) $400,000,000 over (b) the aggregate increase in the Commitments established prior to such time pursuant to Section 6.05.

          “ Insolvency ” shall mean with respect to any Multiemployer Plan, the condition that such plan is insolvent within the meaning of Section 4245 of ERISA.

          “ Interest Election Request ” shall mean a request by a Borrower to convert or continue a Borrowing in accordance with Section 6.02.

          “ Interest Payment Date ” shall mean (a) with respect to any ABR Loan, the last day of each March, June, September and December, (b) with respect to any Eurocurrency Loan,

15

the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Borrowing.

          “ Interest Period ” shall mean (a) as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending either (x) on the day that is two weeks thereafter or (y) on the numerically corresponding day in the calendar month that is 1, 2, 3 or 6 (or, with the consent of all Lenders making such Loan, 9 or 12) months thereafter, in each case as the applicable Borrower may elect, and (b) as to any Fixed Rate Borrowing, the period (which shall not be less than seven days or more than 360 days) commencing on the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request; provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period referred to in clause (a) (y) above that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

          “ Investment Grade Standing ” shall exist at any time when the actual Ratings are at or above BBB- from S&P and at or above Baa3 from Moody’s. If either of S&P or Moody’s shall change its system of classifications after the Restatement Date, Investment Grade Standing shall exist at any time when the actual Rating is at or above the new Rating which most closely corresponds to the above-specified level under the previous rating system.

          “ Issuing Lender ” shall mean JPMCB in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Article IV. The Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Lender, in which case the term “Issuing Lender” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. The term “Issuing Lender” shall also mean JPMCB in its capacity as issuer of the Existing Letters of Credit listed on Schedule 4.01.

          “ Japanese Administrative Agent ” shall mean JPMorgan Chase Bank, N.A., Tokyo Branch, together with its affiliates (it being understood that any notices required to be delivered to the Japanese Administrative Agent under this Agreement need not be delivered to such

16

affiliates), as administrative agent for the Japanese Lenders under this Agreement and the other Loan Documents, and any successor thereto appointed pursuant to Article XII.

          “ Japanese Borrower ” shall have the meaning set forth in the preamble and, when used to describe the Borrowers who are permitted to borrow under the Japanese Commitment, also shall mean and include any Borrowing Subsidiary organized and existing under the laws of Japan.

          “ Japanese Commitment ” shall mean, as to any Japanese Lender at any time, its obligation to make Japanese Revolving Loans to the Japanese Borrower and the U.S. Borrowers in an aggregate Dollar Equivalent amount not to exceed at any one time outstanding the amount set forth opposite such Japanese Lender’s name in Part B of Schedule 2.01 under the heading “Japanese Commitment”, as such amount may be reduced from time to time pursuant to Section 6.03 and the other applicable provisions hereof, or increased from time to time pursuant to Section 6.05. The initial aggregate amount of the Japanese Commitments is $200,000,000.

          “ Japanese Lender ” shall mean any Lender that has a Japanese Commitment or an outstanding Japanese Revolving Loan.

          “ Japanese Revolving Credit Exposure ” shall mean, as at any date of determination with respect to any Japanese Lender, an amount equal to the Dollar Equivalent of the Japanese Revolving Loans of such Lender on such date.

          “ Japanese Revolving Loan ” shall have the meaning given to such term in Section 2.01(b).

          “ Japanese Yen ” and “ ¥ ” shall mean lawful money of Japan.

          “ JPMCB ” shall mean JPMorgan Chase Bank, N.A.

          “ LC Disbursement ” shall mean a payment made by the Issuing Lender pursuant to a Letter of Credit.

          “ LC Exposure ” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any U.S. Lender at any time shall be its U.S. Commitment Percentage of the total LC Exposure at such time.

          “ Lenders ” shall mean (a) the financial institutions listed on Part A, Part B and Part C of Schedule 2.01 (other than any such financial institution that has ceased to be a party hereto, pursuant to an Assignment and Acceptance) and (b) any financial institution that has become a party hereto pursuant to an Assignment and Acceptance; provided , that unless the context requires otherwise, each reference herein to the Lenders shall be deemed to include any Conduit Lender.

          “ Letter Agreement ” shall mean the Letter Agreement dated March 9, 2005, between the Company and the General Administrative Agent.

17

          “ Letter of Credit ” shall mean any Letter of Credit issued pursuant to Article IV.

          “ Lien ” shall mean any mortgage, lien, pledge, encumbrance, charge or security interest.

          “ Loan Documents ” shall mean this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination and each promissory note held by a Lender pursuant to Section 6.04(g).

          “ Loans ” shall mean the loans made by the Lenders to the Borrowers pursuant to this Agreement.

          “ Local Time ” shall mean (a) with respect to a Loan or Borrowing denominated in Dollars, New York City time, (b) with respect to a Loan or Borrowing denominated in a Committed Currency, London time and (c) with respect to a Loan or Borrowing denominated in Japanese Yen, Tokyo time.

          “ Luxembourg Borrower ” shall have the meaning set forth in the Preamble.

          “ Margin Regulations ” shall mean Regulations T, U and X of the Board as from time to time in effect, and all official rulings and interpretations thereunder or thereof.

          “ Material Adverse Effect ” shall mean a material adverse effect on the business, operations, properties or financial condition of the Company and its consolidated Subsidiaries, taken as a whole.

          “ Maturity Date ” shall mean March 31, 2010.

          “ Moody’s ” shall mean Moody’s Investors Service, Inc. or any successor thereto.

          “ Multicurrency Commitment ” shall mean, as to any Multicurrency Lender at any time, its obligation to make Multicurrency Revolving Loans to the European Borrowers and the U.S. Borrowers in an aggregate Dollar Equivalent amount not to exceed at any time outstanding the amount set forth opposite such Multicurrency Lender’s name in Part C of Schedule 2.01 under the heading “Multicurrency Commitment”, as such amount may be reduced from time to time pursuant to Section 6.03 and the other applicable provisions hereof, or increased from time to time pursuant to Section 6.05. The initial aggregate amount of the Multicurrency Commitments is $500,000,000.

           “ Multicurrency Lender ” shall mean any Lender that has a Multicurrency Commitment or an outstanding Multicurrency Revolving Loan.

          “ Multicurrency Revolving Credit Exposure ” shall mean, as at any date of determination with respect to any Multicurrency Lender, an amount equal to the Dollar Equivalent of the Multicurrency Revolving Loans of such Lender on such date.

           “ Multicurrency Revolving Loans ” shall have the meaning given such term in Section 2.01(c).

18

          “ Notice of Competitive Bid Request ” shall mean a notification made pursuant to Article III in the form of Exhibit A-2.

          “ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

          “ Permitted Debt ” shall mean (i) Debt of any Subsidiary to any Credit Party, (ii) Guarantees by any Subsidiary of Debt of any Credit Party (other than the Company) and Guarantees by the Company of any Debt of any Subsidiary, (iii) any Debt incurred pursuant to Sale and Leaseback Transactions permitted under Section 10.03, (iv) Debt of any Subsidiary as an account party in respect of trade letters of credit, to the extent that such letters of credit are not drawn upon, (v) Debt assumed in connection with any Investment permitted under Section 10.08, (vi) Debt secured by any Lien permitted pursuant to Section 10.02 (b) or (q), (vii) Debt consisting of guarantees of loans made to officers, directors or employees of any Subsidiary, (viii) unsecured trade accounts payable and other unsecured current Debt incurred in the ordinary course of business and not more than 120 days past due (but excluding any Debt for borrowed money), (ix) any Permitted Receivables Securitization, (x) any Permitted Securities Issuance, (xi) Debt with respect to surety, appeal and performance bonds obtained by any Subsidiary in the ordinary course of business, and (xii) any replacement, renewal, refinancing or extension of any Debt referenced above that does not exceed the aggregate principal amount (plus associated fees and expenses) of the Debt being replaced, renewed, refinanced or extended (except that accrued and unpaid interest not delinquent in accordance with its terms may be part of any refinancing pursuant to this clause) and that otherwise complies with this Agreement.

          “ Permitted Receivables Securitization ” shall mean the incurrence of Debt in respect of any receivables securitization of the Company or any Subsidiary, provided that the aggregate principal amount of all Permitted Receivables Securitizations outstanding at any time shall not exceed $200,000,000.

          “ Permitted Securities Issuance ” shall mean the issuance or incurrence by the Company of any Debt for borrowed money (which may be guaranteed by one or more Subsidiary Guarantors) in respect of debt securities issued in a public offering or a private placement, provided that the aggregate principal amount of all Permitted Securities Issuances outstanding at any time shall not exceed $500,000,000, and provided further , that any debt securities (and related guarantees, if any) issued or incurred pursuant to any Permitted Securities Issuance shall be subordinated to, or pari passu with, the Loans or Guarantees thereof.

          “ Person ” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

          “ Plan ” shall mean any employee pension benefit plan (other than a Multiemployer Plan) as defined in Section 4001(a)(3) of ERISA, subject to the provisions of Title IV of ERISA or Section 412 of the Code that is maintained by the Company or any ERISA Affiliate for current or former employees, or any beneficiary thereof, of the Company or any ERISA Affiliate.

19

          “ Pricing Grid ” shall mean the Facility Fee, Applicable Margin and Utilization Fee Pricing Grid set forth below.

          If the S&P and Moody’s Ratings are one level apart, the higher Rating will determine the Facility Fee, Applicable Margin and the Utilization Fee (if any); if the S&P and Moody’s Ratings are more than one level apart, the Rating one level above the lower Rating will be determinative. In the event that the Company’s senior unsecured long-term debt is rated by only one of S&P and Moody’s, then that single Rating shall be determinative. The Company hereby agrees that at all times it shall maintain a Rating from either S&P or Moody’s. Each change in a Rating by a Rating Agency shall be effective on the date such change is announced by such Rating Agency.

          The Applicable Margin for the Loans shall be increased by the applicable “Utilization Fee” set forth above for each day that the sum of (a) the Revolving Credit Exposures and (b) the Competitive Loan Exposures exceed 50% of the total Commitments.

          “ Rating Agencies ” shall mean Moody’s and S&P.

          “ Ratings ” shall mean the ratings from time to time established by the Rating Agencies for senior, unsecured, non-credit-enhanced long-term debt of the Company.

          “ Reference Lenders ” shall mean Bank of America, JPMCB and CSFB.

          “ Register ” shall have the meaning set forth in Section 13.04(d).

          “ Reorganization ” shall mean with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

20

          “ Required Lenders ” shall mean, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing at least 51% of the sum of the Revolving Credit Exposures and unused Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Article XI, and for all purposes after the loans become due and payable pursuant to Article XI or the Commitments shall have expired or terminated, the Competitive Loan Exposures of the Lenders shall be included in their respective Revolving Credit Exposures in determining the Required Lenders.

          “ Restatement Date ” shall mean March 31, 2005.

          “ Revolving Availability Period ” shall mean the period from and including the Restatement Date to (but excluding) the earlier of the Maturity Date and the date of termination of the Commitments in accordance with the terms hereof.

          “ Revolving Credit Exposure ” shall mean, as at any date of determination with respect to any Lender, an amount in Dollars equal to the sum of (a) the U.S. Revolving Credit Exposure of such Lender, (b) the Multicurrency Revolving Credit Exposure of such Lender and (c) the Japanese Revolving Credit Exposure of such Lender.

           “ Revolving Loans ” shall mean the collective reference to the U.S. Revolving Loans, the Multicurrency Revolving Loans and the Japanese Revolving Loans, each, individually, a “ Revolving Loan ”.

          “ Sale and Leaseback Transaction ” shall mean any arrangement with any Person pursuant to which the Company or any Subsidiary leases any property that has been or is to be sold or transferred by the Company or the Subsidiary to such Person, other than (i) temporary leases for a term, including renewals at the option of the lessee, of not more than three years, (ii) leases between the Company and a Subsidiary or between Subsidiaries, (iii) leases of property executed by the time of, or within 12 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such property and (iv) arrangements pursuant to any provision of law with an effect similar to that under former Section 168(f)(8) of the Internal Revenue Code of 1954.

          “ S&P ” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or any successor rating agency.

          “ SEC ” shall mean the Securities and Exchange Commission.

           “ Sterling ” or “ £ ” means the lawful money of the United Kingdom.

          “ subsidiary ” shall mean, with respect to any Person (the “ parent ”) at any date, (a) for purposes of Sections 10.03 and 10.06 only, any Person the majority of the outstanding Voting Stock (or equivalent voting securities of any Person which is not a corporation) of which is owned, directly or indirectly, by the parent or one or more subsidiaries of the parent of such Person and (b) for all other purposes under this Agreement, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other

21

corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held.

          “ Subsidiary ” shall mean a subsidiary of the Company.

          “ Subsidiary Guarantor ” shall mean each Domestic Wholly Owned Subsidiary that has executed a counterpart of this Agreement and has become a guarantor of the Borrower Obligations.

          “ Swingline Lender ” shall mean JPMCB in its capacity as lender of Swingline Loans hereunder.

          “ Swingline Loan ” shall mean a Loan made pursuant to Article V.

          “ Swiss Borrowers ” shall have the meaning set forth in the Preamble.

          “ Swiss Francs ” or “ CHF ” shall mean the lawful money of Switzerland.

          “ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority and all liabilities with respect thereto.

          “ Transactions ” shall mean the execution and delivery by the Credit Parties of this Agreement (or, in the case of the Borrowing Subsidiaries, the Borrowing Subsidiary Agreements), the performance by the Credit Parties of their obligations hereunder, the borrowings made or to be made hereunder and the use of the proceeds thereof.

          “ Type ” when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, “Rate” shall include the Eurocurrency Rate, the Alternate Base Rate and the Fixed Rate.

          “ U.S. Borrowers ” shall have the meaning set forth in the preamble and, when used to describe the Borrowers who are permitted to borrow under any of the Commitments, also shall mean and include any Borrowing Subsidiary that is a Domestic Wholly Owned Subsidiary.

          “ U.S. Commitment ” shall mean, as to any U.S. Lender at any time, its obligation to make U.S. Revolving Loans to, and/or participate in Swingline Loans made to and Letters of Credit issued for the account of, any U.S. Borrower and the Borrowing Subsidiaries in an aggregate amount not to exceed at any time outstanding the Dollar amount set forth opposite such U.S. Lender’s name in Part A of Schedule 2.01 under the heading “U.S. Commitment”, as such amount may be reduced from time to time pursuant to Section 6.03 and the other applicable provisions hereof, or increased from time to time pursuant to Section 6.05. The initial aggregate amount of the U.S. Commitments is $650,000,000.

22

          “ U.S. Commitment Percentage ” shall mean, as to any U.S. Lender at any time, the percentage which such U.S. Lender’s U.S. Commitment then constitutes of the aggregate U.S. Commitments of all U.S. Lenders.

          “ U.S. Lender ” shall mean a Lender with a U.S. Commitment or, if the U.S. Commitments have terminated or expired, a Lender with U.S. Revolving Credit Exposure.

          “ U.S. Revolving Credit Exposure ” shall mean, as at any date of determination with respect to any U.S. Lender, an amount in Dollars equal to the sum of (a) the aggregate unpaid principal amount of such U.S. Lender’s U.S. Revolving Loans on such date, (b) such U.S. Lender’s U.S. Commitment Percentage of the aggregate unpaid principal amount of all Swingline Loans and (c) such U.S. Lender’s LC Exposure.

          “ U.S. Revolving Loan ” shall have the meaning set forth in Section 2.01(a).

          “ Value ” shall mean, with respect to a Sale and Leaseback Transaction, an amount equal to the present value of the lease payments with respect to the term of the lease (reduced by the amount of rental obligations of any sublessee of all or part of the same property) remaining on the date as of which the amount is being determined, without regard to any renewal or extension options contained in the lease, discounted at an interest rate determined by the Company at the time of the consummation of such Sale and Leaseback Transaction as long as such interest rate is customary for leases of such type.

          “ Voting Stock ” shall mean, as applied to the stock of any corporation, stock of any class or classes (however designated) having by the terms thereof ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such corporation other than stock having such power only by reason of the happening of a contingency.

          “ Wholly Owned Subsidiary ” of any Person, a subsidiary of such Person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the equity are, at the time any determination is being made, owned by such Person or one or more wholly owned subsidiaries of such Person or by such Person and one or more wholly owned subsidiaries of such Person.

          “ Yen Overnight Rate ” shall mean for any day, the unsecured overnight call volume-weighted average rate per annum on overnight funds announced at the close of business on that day by the Tanshi Kyokai (Interbank Brokers’ Association) or, if not so announced on that day, the average of the quotations of the overnight funds call rate for such day of three Tanshi brokers selected by the Japanese Administrative Agent.

          “ Zimmer Switzerland ” shall have the meaning set forth in the Preamble.

          SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “ Revolving Loan ”) or by Type (e.g., a “ Eurocurrency Loan ”) or by Class and Type (e.g., a “ Eurocurrency Revolving Loan ”) or by Class, Type and Commitment (e.g., a “ U.S. Eurocurrency Revolving Loan ”). Borrowings also may be classified and referred to by Class (e.g., a “ Revolving Borrowing ”) or

23

by Type (e.g., a “ Eurocurrency Borrowing ”) or by Class and Type (e.g., a “ Eurocurrency Revolving Borrowing ”) or by Class, Type and Commitment (e.g., a “ U.S. Eurocurrency Revolving Borrowing ”).

          SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

          SECTION 1.04. Accounting Terms, GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however , that if the Company notifies the General Administrative Agent that the Company wishes to amend any covenant in Article X or any related definition or other financial term used herein to eliminate the effect of any change in GAAP occurring after the Restatement Date on the operation of such covenant (or if the General Administrative Agent notifies the Company that the Required Lenders wish to amend Article X or any related definition or other financial term used herein for such purpose), then the Company’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Lenders.

ARTICLE II

Amount and Terms of the Commitments

          SECTION 2.01. Commitments. (a) Subject to the terms and conditions set forth herein, each U.S. Lender agrees to make revolving loans (“ U.S. Revolving Loans ”) to the U.S. Borrowers from time to time during the Revolving Availability Period in Dollars in an aggregate principal amount that will not result in (i) such Lender’s U.S. Revolving Credit Exposure exceeding such Lender’s U.S. Commitment, (ii) the sum of the total U.S. Revolving Credit Exposures exceeding the total U.S. Commitments or (iii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Commitments. Within

24

the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrowers may borrow, prepay and reborrow U.S. Revolving Loans.

          (b) Subject to the terms and conditions set forth herein, each Japanese Lender agrees to make revolving loans (“ Japanese Revolving Loans ”) from time to time during the Revolving Availability Period to the Japanese Borrower and the U.S. Borrowers in Japanese Yen or Dollars in an aggregate principal amount that will not result in (i) such Lender’s Japanese Revolving Credit Exposure exceeding such Lender’s Japanese Commitment, (ii) the sum of the total Japanese Revolving Credit Exposures exceeding the total Japanese Commitments or (iii) the sum of the total Revolving Credit Exposure plus the total Competitive Loan Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, any Japanese Borrower and the U.S. Borrowers may borrow, prepay and reborrow the Japanese Revolving Loans.

          (c) Subject to the terms and conditions set forth herein, each Multicurrency Lender agrees to make revolving loans (“ Multicurrency Revolving Loans ”) from time to time during the Revolving Availability Period to the European Borrowers and the U.S. Borrowers in a Committed Currency or Dollars in an aggregate principal amount that will not result in (i) such Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the sum of the total Multicurrency Revolving Credit Exposures exceeding the total Multicurrency Commitments or (iii) the sum of the total Revolving Credit Exposure plus the total Competitive Loan Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the European Borrowers and the U.S. Borrowers may borrow, prepay and reborrow the Multicurrency Revolving Loans.

          SECTION 2.02. Loans and Borrowings. (a) Each U.S. Revolving Loan shall be made as part of a Borrowing consisting of U.S. Revolving Loans of the same Type made by the U.S. Lenders ratably in accordance with their respective U.S. Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 3.01.

          (b) Each Japanese Revolving Loan shall be made as part of a Borrowing consisting of Japanese Revolving Loans made by the Japanese Lenders to the Japanese Borrower or the U.S. Borrowers, as the case may be, ratably in accordance with their respective Japanese Commitments.

          (c) Each Multicurrency Revolving Loan shall be made as part of a Borrowing consisting of Multicurrency Revolving Loans made by the Multicurrency Lenders to the English Borrower, the Luxembourg Borrower, the Swiss Borrowers or the U.S. Borrowers, as the case may be, ratably in accordance with their respective Multicurrency Commitments.

          (d) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make such Loans as required.

          (e) Subject to Section 6.09, (i) each Revolving Borrowing denominated in Dollars shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Company (on

25

its own behalf or on behalf of any other applicable Borrower) may request in accordance herewith, (ii) each Competitive Borrowing shall be comprised entirely of Eurocurrency Loans or Fixed Rate Loans as the Company (on its own behalf or on behalf of any other Borrower) may request in accordance herewith and (iii) each Revolving Borrowing denominated in an Alternate Currency shall be comprised entirely of Eurocurrency Loans. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of any Borrower to repay such Loan in accordance with the terms of this Agreement.

          (f) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is (i) in the case of a Eurocurrency Borrowing denominated in Dollars, an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) in the case of a Eurocurrency Borrowing denominated in an Alternate Currency a minimum principal amount the Dollar Equivalent of which is $2,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments of a particular Class. Each Competitive Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more than one Commitment, Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 30 Eurocurrency Revolving Borrowings outstanding.

          (g) Notwithstanding any other provision of this Agreement, the Company (on its own behalf or on behalf of any other Borrower) shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

          SECTION 2.03. Requests for Borrowings . To request a Revolving Borrowing, the applicable Borrower or the Company (on its own behalf or on behalf of any other Borrower) shall notify the Applicable Administrative Agent and the General Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 1:30 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the applicable Administrative Agent and the General Administrative Agent of a written Borrowing Request in the form of Exhibit A-5. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

     (i) the aggregate amount of the requested Borrowing and the Currency of such Borrowing;

     (ii) if such Borrowing is to be an Alternate Currency Borrowing, whether such Borrowing is to be a Japanese Revolving Borrowing or a Multicurrency Revolving Borrowing (and stating the Currency in which such Borrowing is to be made);

26

     (iii) the date of such Borrowing, which shall be a Business Day;

     (iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing (which, in the case of an Alternate Currency Borrowing shall be a Eurocurrency Borrowing);

     (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

     (vi) the location and number of the account of the applicable Borrower or any Borrowing Subsidiary to which funds are to be disbursed, which shall comply with the requirements of Section 6.01; and

     (vii) the applicable Borrower.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be, in the case of a Borrowing in Dollars, an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the applicable Borrower or the Company, as the case may be, shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Applicable Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

               SECTION 2.04. Borrowing Subsidiaries . The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary under any of the Commitments; provided that the Administrative Agent shall be reasonably satisfied that the applicable Lenders may make loans and other extensions of credit to such Person in the applicable Currency or Currencies in such Person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense. Upon the receipt by the General Administrative Agent of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, such Wholly Owned Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding to such Subsidiary and such Subsidiary and the Company shall have executed and delivered to the General Administrative Agent a Borrowing Subsidiary Termination; provided that, notwithstanding anything herein to the contrary, no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to the General Administrative Agent a Borrowing Subsidiary Termination and the Guarantors’ guarantee of the Borrower Obligations of such Borrowing Subsidiary pursuant to Section 13.16 has not been released.

27

ARTICLE III

Competitive Bid Loans

          SECTION 3.01. Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period the Company (on its own behalf or on behalf of any other Borrower) may request Competitive Bids and the Company (on its own behalf or on behalf of any other Borrower) may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that no Competitive Loan may be requested that would result in the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Commitments. To request Competitive Bids, the Company (on its own behalf or on behalf of any other Borrower) shall hand deliver or telecopy to the Advance Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Advance Agent, in the case of a Eurocurrency Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, two Business Days before the date of the proposed Borrowing. A Competitive Bid Request that does not conform substantially to Exhibit A-1 may be rejected in the Advance Agent’s sole discretion, and the Advance Agent shall promptly notify the Company of such rejection by telecopy. Each Competitive Bid Request shall specify the following information in compliance with Section 2.02:

     (i) the aggregate amount of the requested Borrowing;

     (ii) the date of such Borrowing, which shall be a Business Day;

     (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing;

     (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”;

     (v) the location and number of the account of the Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 6.01; and

     (vi) the applicable Borrower.

Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Advance Agent shall deliver to the Lenders a Notice of Competitive Bid Request, inviting the Lenders to submit Competitive Bids.

          (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to such Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Advance Agent by telecopy, in the form of Exhibit A-3 hereto, in the case of a Eurocurrency Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, one Business Day before the proposed date of such Competitive

28

Borrowing. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Advance Agent, and the Advance Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount of the Competitive Loan or Loans that the Lender is willing to make (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000, and which may equal the entire principal amount of the Competitive Borrowing Request by such Borrower), (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof.

          (c) The Advance Agent shall promptly notify such Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.

          (d) Subject only to the provisions of this paragraph, such Borrower may accept or reject any Competitive Bid. Such Borrower shall notify the Advance Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject each Competitive Bid, in the case of a Eurocurrency Competitive Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 2:00 p.m., New York City time, on the proposed date of the Competitive Borrowing; provided that (i) the failure of such Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) such Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Company rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, such Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $5,000,000 or any integral multiple of $1,000,000 thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of such Borrower. A notice given by such Borrower pursuant to this paragraph (d) shall be irrevocable.

          (e) The Advance Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted.

29

          (f) If the Advance Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the Company (on its own behalf or on behalf of any other Borrower) at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Advance Agent pursuant to paragraph (b) of this Section 3.01.

          (g) All notices required by this Section 3.01 shall be given in accordance with Section 13.01.

ARTICLE IV

Letters of Credit

          SECTION 4.01. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, each U.S. Borrower and the Company (on behalf of any Borrowing Subsidiary) may request the issuance under the U.S. Commitments of Letters of Credit for its own account (including for the account of any Borrowing Subsidiary), in a form reasonably acceptable to the General Administrative Agent and the Issuing Lender, at any time and from time to time during the Revolving Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by a U.S. Borrower or the Company (on behalf of any Borrowing Subsidiary) to, or entered into by a U.S. Borrower or the Company (on behalf of any Borrowing Subsidiary) with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. At the request of a U.S. Borrower or the Company (on behalf of any Borrowing Subsidiary), any Letter of Credit may be issued for the joint and several account of such Borrower and another Borrower. The Existing Letters of Credit are deemed to have been issued under this Agreement and will, for all purposes of this Agreement, constitute Letters of Credit.

          (b)  Notice of Issuance; Amendment; Renewal; Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), a U.S. Borrower or the Company (on behalf of any Borrowing Subsidiary) shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the General Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section 4.01), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Lender, such U.S. Borrower or the Company (on behalf of any Borrowing Subsidiary) also shall submit a letter of credit application on the Issuing Lender’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit, the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $50,000,000, (ii) the sum of the total

30

U.S. Revolving Credit Exposures shall not exceed the total U.S. Commitments and (iii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures shall not exceed the total Commitments.

          (c)  Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.

          (d)  Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the U.S. Lenders, the Issuing Lender hereby grants to each U.S. Lender, and each U.S. Lender hereby acquires from the Issuing Lender, a participation in such Letter of Credit equal to such U.S. Lender’s U.S. Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each U.S. Lender hereby absolutely and unconditionally agrees to pay to the General Administrative Agent, for the account of the Issuing Lender, such U.S. Lender’s U.S. Commitment Percentage of each LC Disbursement made by the Issuing Lender and not reimbursed on or before the date due as provided in paragraph (e) of this Section 4.01, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each U.S. Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the U.S. Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

          (e)  Reimbursement. If the Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the General Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Borrower prior to such time on such date, then not later than 2:00 p.m., New York City time, on (i) the Business Day that such Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt or (ii) the Business Day immediately following the day that such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that such U.S. Borrower or the Company (on behalf of the applicable Borrowing Subsidiary) may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a U.S. Revolving Loan or Swingline Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting U.S. Revolving Loan or Swingline Loan. If such Borrower fails to make such payment when due, the General Administrative Agent shall notify each U.S. Lender of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such U.S. Lender’s U.S. Commitment Percentage thereof. Promptly following receipt of such notice, each U.S. Lender shall pay to the General Administrative Agent its U.S. Commitment Percentage of

31

the payment then due from such Borrower, in the same manner as provided in Section 6.01 with respect to U.S. Revolving Loans made by such U.S. Lender (and Section 6.01 shall apply, mutatis mutandis , to the payment obligations of the U.S. Lenders), and the General Administrative Agent shall promptly pay to the Issuing Lender the amounts so received by it from the U.S. Lenders. Promptly following receipt by the General Administrative Agent of any payment from such Borrower pursuant to this paragraph, the General Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent that U.S. Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such U.S. Lenders and the Issuing Lender as their interests may appear. Any payment made by a U.S. Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement (other than the funding of U.S. Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve such Borrower of its obligation to reimburse such LC Disbursement.

          (f)  Obligations Absolute. Each applicable Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section 4.01 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of:

     (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein;

     (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or this Agreement;

     (iii) the existence of any claim, setoff, defense or other right that any Borrower, any other party guaranteeing, or otherwise obligated with, any Borrower, any Subsidiary or other Affiliate thereof or any other Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Lender, the General Administrative Agent or any Lender or any other Person, whether in connection with this Agreement or any other related or unrelated agreement or transaction;

     (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

     (v) payment by the Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and

     (vi) any other act or omission to act or delay of any kind of the Issuing Lender, the Lenders, the General Administrative Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 4.01, constitute a legal or equitable discharge of such Borrower’s obligations hereunder.

Neither the General Administrative Agent, the Lenders nor the Issuing Lender nor any of their Affiliates, directors, officers, employees and agents, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or

32

failure to make any payment thereunder, including any of the circumstances specified in clauses (i) through (vi) above, as well as any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender; provided that the foregoing shall not be construed to excuse the Issuing Lender from liability to such Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by such Borrower that are caused by the Issuing Lender’s failure to exercise the agreed standard of care (as set forth below) in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that the Issuing Lender shall have exercised the agreed standard of care in the absence of gross negligence or wilful misconduct on the part of the Issuing Lender. Without limiting the generality of the foregoing, it is understood that the Issuing Lender may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit; provided that the Issuing Lender shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit.

          (g) Disbursement Procedures. The Issuing Lender shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Lender shall promptly notify the General Administrative Agent and such Borrower for whose account such Letter of Credit was issued by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Lender has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse the Issuing Lender and the U.S. Lenders with respect to any such LC Disbursement.

          (h) Interim Interest. If the Issuing Lender shall make any LC Disbursement, unless the Borrowers shall reimburse (including with the proceeds of Loans as provided in Section 4.01(e)) such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement at the rate per annum specified in Section 6.08(a); provided that, if the Borrowers fail to reimburse (including with the proceeds of Loans as provided in Section 4.01(e)) such LC, Disbursement when due pursuant to paragraph (e) of this Section 4.01, then Section 6.08(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Lender, except that interest accrued on and after the date of payment by any U.S. Lender pursuant to paragraph (e) of this Section 4.01 to reimburse the Issuing Lender shall be for the account of such U.S. Lender to the extent of such payment.

          (i) Resignation or Removal of the Issuing Lender. The Issuing Lender may resign at any time by giving at least 30 days’ prior written notice to the General Administrative Agent and the Company, and may be removed at any time by the Company by notice to the

33

Issuing Lender and the General Administrative Agent. Upon the acceptance of any appointment as the Issuing Lender hereunder by a Lender that shall agree to serve as successor Issuing Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Lender and the retiring Issuing Lender shall be discharged from its obligations to issue additional Letters of Credit hereunder. At the time such removal or resignation shall become effective, the Company shall pay all accrued and unpaid fees pursuant to Section 6.07(c)(ii). The acceptance of any appointment as the Issuing Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Company and the General Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Issuing Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the resignation or removal of the Issuing Lender hereunder, the retiring Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal, but shall not be required to issue additional Letters of Credit.

ARTICLE V

Swingline Loans

          SECTION 5.01. Swingline Loans . (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans under the U.S. Commitments to the U.S. Borrowers or any Borrowing Subsidiary from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000, (ii) the sum of the total U.S. Revolving Credit Exposures exceeding the total U.S. Commitments or (iii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrowers or any Borrowing Subsidiary may borrow, prepay and reborrow Swingline Loans. Swingline Loans shall be in an aggregate amount that is not less than $100,000. Swingline Loans shall be ABR Loans.

          (b) To request a Swingline Loan, a U.S. Borrower or the Company (on behalf of any Borrowing Subsidiary) shall notify the General Administrative Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The General Administrative Agent will promptly advise the Swingline Lender of any such notice received from such U.S. Borrower or the Company (on behalf of any Borrowing Subsidiary). The Swingline Lender shall make each Swingline Loan available to such Borrower by means of a

34

credit to the general deposit account of such Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 4.01, by remittance to the Issuing Lender) by 4:00 p.m., New York City time, on