ZIMMER HOLDINGS INC
$20,000,000 UNCOMMITTED LINE OF CREDIT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>c72854exv10w2.htm
<DESCRIPTION>$20,000,000 UNCOMMITTED LINE OF CREDIT
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<TITLE>Uncommitted Line of Credit</TITLE>
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<P align="right"><FONT size="2"><B>EXHIBIT 10.2</B>
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<P align="center"><FONT size="2"><B>UNCOMMITTED MONEY MARKET LINE</B>

</FONT>




<P align="center"><FONT size="2"><B>COMMERCIAL PROMISSORY NOTE</B>

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<P><FONT size="2">$ 20,000,000.00
</FONT>




<P align="right"><FONT size="2">Boston, Massachusetts<BR>
October&nbsp;16, 2002
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>FOR VALUE RECEIVED, </B>the undersigned, Zimmer Holdings, Inc., a Delaware
corporation, promises to pay to the order of <B>FLEET NATIONAL BANK </B>(together
with any successors or assigns, the &#147;Bank&#148;), a national banking association
with an office at 100 Federal Street, Boston, Massachusetts 02110, or at such
other place as the holder of this Note may from time to time designate in
writing, in lawful currency of the United States and in immediately available
funds, the lesser of (a)&nbsp;the principal amount of TWENTY MILLION DOLLARS
($20,000,000.00), or (b)&nbsp;the aggregate unpaid principal amount of all loans
made by the Bank from time to time from and after the date hereof to or for the
benefit of the undersigned on such terms as my be offered by the Bank and
accepted by the undersigned with respect to such loans (which acceptance shall
in any event be deemed to occur upon receipt by the undersigned of the proceeds
of any loan) pursuant to the letter agreement between the Bank and the
undersigned dated October&nbsp;16, 2002, as shown in the schedule attached hereto
(the &#147;Note Schedule&#148;), together with interest on each loan from the date such
loan is made until the maturity thereof at the applicable rate set forth in the
Note Schedule. The principal amount of each loan shall be payable on the
maturity date of such loan as indicated in the Note Schedule. If not sooner
paid, all unpaid principal plus accrued interest and any other amounts due
hereunder shall be due and payable to the Bank in full on July&nbsp;31, 2003 (the
&#147;Termination Date&#148;). Unless otherwise agreed by the Bank, no loans will be
made hereunder after the Termination Date. Interest on the principal amount of
each loan shall be payable in arrears on the same day as the principal amount
is due. Interest shall be calculated on the basis of a 360-day year for the
actual number of days elapsed including holidays and days on which the Bank is
not open for the conduct of banking business.

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<P><FONT size="2"><B>SECTION 1.&nbsp;PAYMENT TERMS.</B>

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>1.1 PAYMENTS; PREPAYMENTS. </I></B>All payments hereunder shall be made by the
undersigned to the Bank in United States currency at the Bank&#146;s address
specified above (or at such other address as the Bank may specify), in
immediately available funds, on or before 2:00 p.m. (Boston, Massachusetts
time) on the due date thereof, without counterclaim or setoff and free and
clear of, and without any deduction for, any taxes or other payments. Payments
received by the Bank will be applied first to fees, expenses and other amounts
due hereunder (excluding principal and interest); second, to accrued interest;
and third to outstanding principal. If any payment hereunder becomes due on a
day which is not a Business Day, the due date of such payment shall be extended
to the next succeeding Business Day, and such extension of time shall be
included in computing interest and fees in connection with such payment. As
used herein, &#147;Business Day&#148; shall mean any day other than a Saturday, Sunday or
day which shall be in the Commonwealth of Massachusetts a legal holiday or day
on which banking institutions are required or authorized to close.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>1.2 PREPAYMENT CHARGE. </I></B>If any payment of principal is made for any reason
on any day other than the date scheduled therefor, whether as a result of
acceleration or otherwise, the undersigned shall reimburse the Bank for the
loss, if any, including any lost profits, resulting from such prepayment, as
reasonably determined by the Bank. Without limiting the forgoing, in the event
of prepayment of any fixed rate loan, the undersigned shall pay to the Bank a
yield maintenance fee in an amount computed as

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<P><FONT size="2">follows: The current rate for
United States Treasury securities (bills on a discounted basis shall be
converted to a bond equivalent) with a maturity date closest to the maturity
date of the term chosen pursuant to the Fixed Rate Election as to which the
prepayment is made, shall be subtracted from the &#147;Cost of Funds&#148; component of
the fixed rate in effect at the time of prepayment. If the result is zero or a
negative number, there shall be no yield maintenance fee. If the result is a
positive number, then the resulting percentage shall be multiplied by the
amount of the principal balance being prepaid. The resulting amount shall be
divided by 360 and multiplied by the number of days remaining in the term
chosen pursuant to the Fixed Rate Election as to which the prepayment is made.
Said amount shall be reduced to present value calculated using the
above-referenced United States Treasury securities rate and the number of days
remaining in the term chosen pursuant to the Fixed Rate Election as to which
the prepayment is made. The resulting amount shall be the yield maintenance
fee due to the Bank upon prepayment of the fixed rate loan. Each reference in
this paragraph to &#147;Fixed Rate Election&#148; shall mean the election by undersigned
of a fixed rate of interest for a designated interest period. &#147;Cost of Funds&#148;
as used herein shall mean the per annum rate of interest which the Bank is
required to pay, or is offering to pay, for wholesale liabilities of like
tenor, adjusted for reserve requirements and such other requirements as may be
imposed by federal, state or local government and regulatory agencies, as
determined by the Bank. The undersigned shall pay such loss upon presentation
by the Bank of a statement of the amount of such loss, setting forth the Bank&#146;s
calculation thereof, which notice and calculation (including the method of
calculation) shall be deemed prima facie evidence of the amount of such loss.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>1.3 DEFAULT RATE. </I></B>To the extent permitted by applicable law, upon and
during the continuance of an Event of Default (whether or not the Bank has
accelerated payment of this Note) or after maturity or after judgment has been
rendered on this Note, interest on principal and overdue interest shall, at the
option of the Bank, be payable on demand at a rate per annum equal to 2% above
the greater of the rate of interest otherwise payable hereunder or the rate
announced by the Bank from time to time as its Prime Rate. As used herein, the
term &#147;Prime Rate&#148; means the variable per annum rate of interest so designated
from time to time by the Bank as its prime rate. The Prime Rate is a reference
rate and does not necessarily represent the lowest or best rate charged to any
customer.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>1.4 LATE CHARGE. </I></B>If the entire amount of any required principal
and/or interest is not paid in full within ten (10)&nbsp;days after the same is due,
the undersigned shall pay to the Bank a late fee equal to five percent (5%) of
the required payment.

</FONT>

<P><FONT size="2"><B>SECTION 2.&nbsp;REPRESENTATIONS AND WARRANTIES.</B>

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned hereby represents and warrants that: (a)&nbsp;The undersigned
is a duly organized and validly existing entity in good standing under the laws
of its jurisdiction of organization and in each state in which it does
business; (b)&nbsp;the undersigned is qualified to do business in every state in
which the nature of its business conducted or the character of its property
owned in such state would require such qualification; (c)&nbsp;the undersigned has
the power to execute, deliver and perform this Note, to borrow from the Bank
and to sue and be sued; (d)&nbsp;the execution, delivery and performance by the
undersigned of this Note have been duly authorized by all necessary action; (e)
the undersigned has furnished to the Bank such tax returns, financial
statements and other information about the undersigned&#146;s financial condition as
the Bank shall have requested, which tax returns, financial statements and
other information fairly present the financial condition of the undersigned,
and since the date of the last financial statements delivered to the Bank,
there has not occurred any event or circumstance that has resulted or is
reasonably likely to result in any material adverse change in the assets,
liabilities, financial condition or business of the undersigned; (f)&nbsp;the
execution, delivery and performance of this Note by the undersigned

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<P><FONT size="2">will not
violate any law, rule, regulation or order applicable to the undersigned,
including without limitation, the law under which it is organized, and will not
be in conflict with, result in the breach of or constitute a material default
under, any agreement, instrument or other document to which the undersigned is
a party or by which it or its property is bound; (g)&nbsp;no consents, approvals or
authorizations from, or actions by, any federal, state or local governmental
authorities, agencies or officials are necessary for the execution, delivery
and performance of this Note by the undersigned; and (h)&nbsp;the undersigned is
not in violation of any all federal, state, county and municipal laws,
ordinances, rules or regulations applicable to it, its property or the conduct
of its business, including, without limitation, those pertaining to or
concerning the employment of labor, employee benefits, public health, safety
and the environment, which violation is reasonably likely to result in any
material adverse change in the assets, liabilities, financial condition or
business of the undersigned.

</FONT>

<P><FONT size="2"><B>SECTION 3. CONDITIONS TO LENDING</B>.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The making of any loan hereunder is in the sole discretion of the Bank and
in any event is subject to the following conditions precedent: (a)&nbsp;The initial
loan is subject to the following condition precedent: the Bank shall have
received such resolutions, certificates or other documents evidencing the power
of the undersigned to execute and deliver this Note and to borrow hereunder as
the Bank may require; (b)&nbsp;All loans hereunder are subject to the following
conditions precedent: (i)&nbsp;no Event of Default (as herein defined) shall have
occurred, and no event shall have occurred or be continuing which, with the
giving of notice or lapse of time or both, would constitute an Event of
Default; (ii)&nbsp;there has not occurred any event or circumstance that has
resulted or is reasonably likely to result in any material adverse change in
the assets, liabilities, financial condition or business of the undersigned
since the date of any financial statements delivered to the Bank before or
after the date hereof; (iii)&nbsp;any representations or warranties contained herein
and in any document evidencing, governing or securing this Note are true and
correct as of the date of any request for a loan hereunder with the same force
and effect as though originally made on such date, with any such request for a
loan be deemed a certification by the undersigned as to the truth and accuracy
of such representations and warranties as of such date. Nothing herein shall
be construed as a commitment by the Bank to lend to the Borrower.

</FONT>

<P><FONT size="2"><B>SECTION 4. COVENANTS</B>.

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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless the Bank otherwise consents in writing: (a)&nbsp;the undersigned shall
continue to conduct its business as presently conducted and shall preserve and
keep in force its existence and shall not merge or consolidate with or into any
other entity; (b)&nbsp;the undersigned shall maintain at all times a satisfactory
payment record with the Bank and with all other creditors of the undersigned;
(c)&nbsp;the undersigned shall comply in all material respects with all federal,
state, county and municipal laws, rules, ordinances and regulations applicable
to it, its business or its property, including without limitation, the law
under which it has been organized and those pertaining to or concerning the
employment of labor, employee benefits, public health, safety and the
environment, except instances that are not reasonably likely, in the aggregate,
to result in any material adverse change in the assets, liabilities, financial
condition or business of the undersigned.

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<P><FONT size="2"><B>SECTION 5. DEFAULTS AND REMEDIES.</B>

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>5.1 DEFAULT. </I></B>The occurrence of any of the following events or conditions
shall constitute an <B><I>&#147;Event of Default&#148; </I></B>hereunder:

</FONT>

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        <TD width="2%"></TD>
        <TD width="98%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) (i)&nbsp;default in the payment when due of the principal of or
interest on this Note or (ii)&nbsp;any other default in the payment or
performance of this Note or of any other Obligation or (iii)&nbsp;default in the
payment or performance of any obligation of any Obligor to others for
borrowed money or in respect of any extension of credit or accommodation or
under any lease;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;failure of any representation or warranty herein or in any
agreement, instrument, document or financial statement delivered to the
Bank in connection herewith to be true and correct in any material respect;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;failure to furnish the Bank promptly on request with financial
information about, or to permit inspection by the Bank of any books,
records and properties of, any Obligor;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;merger, consolidation, sale of all or substantially all of the
assets or change in control of any Obligor; or</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;any Obligor generally not paying its debts as they become due; the
death, dissolution, termination of existence or insolvency of any Obligor;
the appointment of a trustee, receiver, custodian, liquidator or other
similar official for such Obligor or any substantial part of its property
or the assignment for the benefit of creditors by any Obligor; or the
commencement of any proceedings under any bankruptcy or insolvency laws by
or against any Obligor.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As used herein, <B><I>&#147;Obligation&#148; </I></B>means any obligation hereunder or otherwise
of any Obligor to the Bank or to any of its affiliates, including, without
limitation, that certain $600,000,000.00 Three Year Competitive Advance and
Revolving Credit Facility Agreement, dated as of July&nbsp;31, 2001, among the
Borrower, Zimmer, Inc., Zimmer K.K., Zimmer Ltd., the Borrowing Subsidiaries,
Bristol-Myers Squibb Company, the Lenders, and the Agents, whether direct or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising; and <B><I>&#147;Obligor&#148; </I></B>means the undersigned, any guarantor or any
other person primarily or secondarily liable hereunder or in respect hereof,

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>5.2 REMEDIES. </I></B>Upon an Event of Default described in Section&nbsp;5.1(e)
immediately and automatically, and upon or during the continuance of any other
Event of Default at the option of the Bank, all Obligations of the undersigned
shall become immediately due and payable upon written notice or demand from the
Bank, and/or the Bank may terminate any obligation to make loans hereunder and
under the letter agreement. All rights and remedies of the Bank are cumulative
and are exclusive of any rights or remedies provided by law or in equity or any
other agreement, and may be exercised separately or concurrently.

</FONT>

<P><FONT size="2"><B>SECTION 6. MISCELLANEOUS.</B>

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.1 WAIVER; AMENDMENT. </I></B>No delay or omission on the part of the Bank in
exercising any right hereunder shall operate as a waiver of such right or of
any other right under this Note. No waiver of any right or any amendment
hereto shall be effective unless in writing and signed by the Bank, nor shall a

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<P><FONT size="2">waiver on one occasion bar or waive the exercise of any such right on any
future occasion. Without limiting the generality of the foregoing, the
acceptance by the Bank of any late payment shall not be deemed to be a waiver
of the Event of Default arising as a consequence thereof. Each Obligor waives
presentment, demand, notice, protest, and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement
of this Note and assents to any extensions or postponements of the time of
payment and to any other indulgences under this Note, and to any additions or
releases of any other parties or persons primarily or secondarily liable
hereunder, that from time to time may be granted by the Bank in connection
herewith.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.2&nbsp;SET-OFF. </I></B>Regardless of the adequacy of any collateral or other means
of obtaining repayment of the Obligations, the Bank is hereby authorized upon
an Event of Default or during the continuance of an Event of Default, at any
time and from time to time, and to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) and other sums credited by or due from the Bank to the
undersigned or subject to withdrawal by the undersigned against the Obligations
of the undersigned, although such Obligations may be contingent or unmatured.
The Bank agrees to use best efforts to promptly notify the undersigned after
such setoff and application. Failure to provide notice will not affect the
validity of the exercise of set-off rights hereunder.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.3&nbsp;TAXES. </I></B>The undersigned agrees to indemnify the Bank and hold it
harmless from and against any transfer taxes, documentary taxes, assessments or
charges made by any governmental authority by reason of the execution,
delivery, and performance of this Note. Notwithstanding the foregoing, the
undersigned shall not be required to indemnify the Bank for any gross receipts
taxes, income taxes, franchise taxes or any other tax or fee imposed by any
governmental authority on the Bank and based on or measured by the receipts,
income or capital of the Bank.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.4&nbsp;EXPENSES. </I></B>The undersigned will pay on demand all reasonable
out-of-pocket expenses of the Bank in connection with the preparation,
administration, default, collection, waiver or amendment of the Obligations or
in connection with the Bank&#146;s exercise, preservation or enforcement of any of
its rights, remedies or options thereunder, including, without limitation, fees
of outside legal counsel or the allocation costs of in-house legal counsel and
the amount of all such expenses shall, until paid, bear interest at the rate
applicable to principal hereunder (including any default rate) and be an
Obligation secured by any such collateral.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.5&nbsp;BANK RECORDS. </I></B>The entries on the records of the Bank (including any
appearing on this Note) shall be prima facie evidence of the aggregate
principal amount outstanding under this Note and interest accrued thereon.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.6&nbsp;INFORMATION. </I></B>The undersigned shall furnish the Bank from time to time
with such financial statements and other information relating to any Obligor
as the Bank may require. All such information shall be true and correct and
fairly represent the financial condition and the operating results of such
Obligor as of the date and for the periods for which the same are furnished.
The undersigned shall permit representatives of the Bank to inspect its
properties and its books and records, and to make copies or abstracts thereof.
Each Obligor authorizes the Bank to release and disclose to its affiliates,
agents and contractors any financial statements and other information relating
to said Obligor provided to or prepared by or for the Bank in connection with
any Obligation. The undersigned will notify the Bank promptly of the existence
or upon the occurrence of any Event of Default or event which, with the giving
of notice or the passage of time or both, would become an Event of Default.

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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.7&nbsp;GOVERNING LAW; CONSENT TO JURISDICTION. </I></B>This Note is intended to take
effect as a sealed instrument and shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts, without regard
to its conflicts of law rules. The undersigned agrees that any suit for the
enforcement of this Note may be brought in the courts of such state or any
Federal Court sitting in such state and consents to the non-exclusive
jurisdiction of each such court and to service of process in any such suit
being made upon the undersigned by mail at the address specified below. The
undersigned hereby waives any objection that it may now or hereafter have to
the venue of any such suit or any such court or that such suit was brought in
an inconvenient court.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.8&nbsp;PLEDGE TO THE FEDERAL RESERVE. </I></B>The Bank may at any time pledge
or assign all or any portion of its rights under this Note to any of the twelve
(12)&nbsp;Federal Reserve Banks organized under Section&nbsp;4 of the Federal Reserve
Act, 12 U.S.C. Section&nbsp;341. Not such pledge or assignment or enforcement
thereof shall release the Bank from its obligations under any of the loan
documents.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.9&nbsp;RIGHT TO SELL PARTICIPATION. </I></B>The Bank shall have the unrestricted
right at any time and from time to time, and without the consent of or notice
to the undersigned, to grant to one or more banks or other financial
institutions (each, a &#147;Participant&#148;) participating interests in any or all of
the loans held by the Bank hereunder. In the event of any such grant by the
Bank of a participating interest to a Participant whether or not upon notice to
the undersigned, the Bank shall remain responsible for the performance of its
obligations hereunder and the undersigned shall continue to deal solely and
directly with the Bank in connection with the Bank&#146;s rights and obligations
hereunder. The Bank may furnish any information concerning the undersigned in
its possession from time to time to prospective Participants, provided that the
Bank shall require any such prospective Participant to agree in writing to
maintain the confidentiality of such information.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.10&nbsp;SEVERABILITY; AUTHORIZATION TO COMPLETE; PARAGRAPH HEADINGS. </I></B>If any
provision of this Note shall be invalid, illegal or unenforceable, such
provisions shall be severable from the remainder of this Note and the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. The Bank is hereby authorized, without further
notice, to fill in any blank spaces on this Note, and to date this Note as of
the date funds are first advanced hereunder. Paragraph headings are for the
convenience of reference only and are not a part of this Note and shall not
affect its interpretation.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.11&nbsp;JURY WAIVER. </I></B><B>THE BANK (BY ITS ACCEPTANCE OF THIS NOTE) AND THE
UNDERSIGNED AGREE THAT NEITHER OF THEM NOR ANY ASSIGNEE OR SUCCESSOR SHALL (A)
SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER ACTION
BASED UPON, OR ARISING OUT OF, THIS NOTE, ANY RELATED INSTRUMENTS, OR THE
DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM, OR (B)&nbsp;SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH SHALL BE SUBJECT
TO
NO EXCEPTIONS. NEITHER THE BANK NOR THE UNDERSIGNED HAS AGREED WITH
OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE
FULLY ENFORCED IN ALL INSTANCES.</B>

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.12&nbsp;USE OF PROCEEDS. </I></B>The undersigned agrees that each loan hereunder
is to be used for general working capital purposes, and that no part of such
proceeds will be used, in whole or in part, for

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<P><FONT size="2">the purpose of purchasing or
carrying any &#147;margin stock&#148; as such term is defined in Regulation&nbsp;U of the
Board of Governors of the Federal Reserve System.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.13&nbsp;REPLACEMENT OF LOST NOTE. </I></B>Upon receipt of an affidavit of an
officer of the Bank as to the loss, theft, destruction or mutilation of this
Note or any other security document which is not of public record, and, in the
case of any such loss, theft, destruction or mutilation, upon cancellation of
such Note or other security document, the undersigned will issue, in lieu
thereof, a replacement note or other security document in the same principal
amount thereof and otherwise of like tenor.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>6.14&nbsp;SUCCESSORS AND ASSIGNS. </I></B>The provisions of this Note shall bind
the assigns and successors of the undersigned and shall inure to the benefit of
Bank, its successors and assigns. The undersigned shall not be permitted to
assign this Note or any and all of the obligations created herein.

</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Witness the execution hereof under seal by a duly authorized officer of
the undersigned on the date first above written.

</FONT>

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        <TD valign="top"><FONT size="2">Address:</font></td>
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD COLSPAN="3"><FONT size="2"><B>ZIMMER HOLDINGS, INC.</B></FONT></TD>
<tr valign="bottom">
         <td><font size="2">East Main Street<BR>
Warsaw, IN 46580</FONT></TD>
</TR>


<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
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        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
By:
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2"><U>/s/ Sam R.
Leno</U></FONT></TD>

</TR>
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        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Name:<BR>
Title:
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Sam R. Leno<BR>
Senior Vice President &#038; CFO</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
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        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Witness:
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2"><U>/s/ James T.
Crines</U></FONT></TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Name:<BR>
Title:
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">James T. Crines<BR>
Vice President &#038; Controller</FONT></TD>
</TR>
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