Fifth Supplemental Indenture, dated March 19, 2018



 Exhibit 4.2 
  

 
 ZIMMER BIOMET HOLDINGS, INC.

 $450,000,000 Floating Rate Notes due 2021 

$300,000,000 3.700% Notes due 2023 

FIFTH SUPPLEMENTAL INDENTURE 

Dated as of March 19, 2018 
 to

 Indenture dated as of November 17, 2009 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

Trustee 
  

 







 CONTENTS 
  

									
	 ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	 
				
		 	 SECTION 1.01.
	  	 Application of this Fifth Supplemental Indenture
	  	 	1	 
				
		 	 SECTION 1.02.
	  	 Definitions
	  	 	2	 
				
		 	 SECTION 1.03.
	  	 Incorporation by Reference of Trust Indenture Act
	  	 	6	 
		
	 ARTICLE II CREATION, FORMS, TERMS AND CONDITIONS OF THE SECURITIES
	  	 	7	 
				
		 	 SECTION 2.01.
	  	 Creation of the Notes
	  	 	7	 
				
		 	 SECTION 2.02.
	  	 Form of the Notes
	  	 	7	 
				
		 	 SECTION 2.03.
	  	 Terms and Conditions of the Floating Rate Notes
	  	 	7	 
				
		 	 SECTION 2.04.
	  	 Terms and Conditions of the Fixed Rate Notes
	  	 	9	 
				
		 	 SECTION 2.05.
	  	 Ranking
	  	 	11	 
				
		 	 SECTION 2.06.
	  	 Sinking Fund
	  	 	11	 
		
	 ARTICLE III REDEMPTION
	  	 	11	 
				
		 	 SECTION 3.01.
	  	 Optional Redemption of the Floating Rate Notes
	  	 	11	 
				
		 	 SECTION 3.02.
	  	 Optional Redemption of the Fixed Rate Notes
	  	 	11	 
				
		 	 SECTION 3.03.
	  	 General
	  	 	11	 
		
	 ARTICLE IV CHANGE OF CONTROL
	  	 	12	 
				
		 	 SECTION 4.01.
	  	 Repurchase at the Option of Holders Upon a Change of Control Repurchase Event
	  	 	12	 
		
	 ARTICLE V TRANSFER AND EXCHANGE
	  	 	13	 
				
		 	 SECTION 5.01.
	  	 Transfer and Exchange
	  	 	13	 
		
	 ARTICLE VI TRUSTEE
	  	 	14	 
				
		 	 SECTION 6.01.
	  	 Corporate Trust Office
	  	 	14	 
				
		 	 SECTION 6.02.
	  	 Recitals of Fact
	  	 	15	 
				
		 	 SECTION 6.03.
	  	 Successor
	  	 	15	 
		
	 ARTICLE VII MISCELLANEOUS PROVISIONS
	  	 	15	 
				
		 	 SECTION 7.01.
	  	 Ratification of Original Indenture
	  	 	15	 
				
		 	 SECTION 7.02.
	  	 Effect of Headings
	  	 	15	 
				
		 	 SECTION 7.03.
	  	 Successors and Assigns
	  	 	15	 
				
		 	 SECTION 7.04.
	  	 Separability Clause
	  	 	15	 
				
		 	 SECTION 7.05.
	  	 Governing Law
	  	 	16	 
				
		 	 SECTION 7.06.
	  	 Counterparts
	  	 	16	 


  
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 EXHIBITS 
  

					
	 EXHIBIT A
	 		  	 Form of Global Floating Rate Note

			
	 EXHIBIT B
	 		  	 Form of Global Fixed Rate Note



  
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 FIFTH SUPPLEMENTAL INDENTURE, dated as of March 19, 2018 (this “Fifth
Supplemental Indenture”), between ZIMMER BIOMET HOLDINGS, INC. (f/k/a ZIMMER HOLDINGS, INC.), a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal
offices at 345 East Main Street, Warsaw, Indiana, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). 

RECITALS 
 WHEREAS,
the Company executed and delivered to the Trustee an Indenture, dated as of November 17, 2009 (the “Original Indenture”), providing for the issuance by the Company from time to time of debt securities evidencing unsecured and
unsubordinated indebtedness of the Company to be issued in one or more series; 
 WHEREAS, the Original Indenture provides, among
other things, that by means of a supplemental indenture, the Company and the Trustee may, without the consent of Holders, create one or more series of the Company’s debt securities and establish the form and terms and conditions thereof; 

WHEREAS, the Company intends by this Fifth Supplemental Indenture to create and provide for the issuance of two new series of debt
securities to be designated as the “Floating Rate Notes due 2021” (the “Floating Rate Notes”) and the “3.700% Notes due 2023” (the “Fixed Rate Notes” and, together with the Floating Rate Notes, the
“Notes”); 
 WHEREAS, the Board of Directors of the Company has authorized the execution and delivery of the Fifth
Supplemental Indenture, the issuance of the Notes and the forms, terms and conditions of the Notes pursuant to Sections 201, 301 and 901 of the Original Indenture; and 

WHEREAS, all acts and things necessary to make the Notes, when the Notes have been executed by the Company, authenticated by the
Trustee, issued upon the terms and subject to the conditions set forth hereinafter and in the Original Indenture and delivered as provided in the Indenture against payment therefor, valid, binding and legal obligations of the Company, enforceable
against the Company according to their terms, and all actions required to be taken by the Company under the Original Indenture to make this Fifth Supplemental Indenture a valid, binding and legal agreement of the Company, have been done; 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which
are hereby acknowledged, the parties hereto hereby agree as follows: 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.01. Application of this Fifth Supplemental Indenture. Notwithstanding any other provision of this Fifth Supplemental
Indenture, the provisions of this Fifth Supplemental Indenture, including the covenants set forth herein, are expressly and solely for the benefit of the Notes. The Notes constitute two separate series of notes as provided in Section 301 of the
Original Indenture. 







 SECTION 1.02. Definitions. Capitalized terms used in this Fifth Supplemental Indenture and
not otherwise defined herein shall have the meanings ascribed to them in the Original Indenture. In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms
defined: 
 “Below Investment Grade Rating Event” means, with respect to a given series of Notes, the Notes of such series
are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period
following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes of such series is under publicly announced consideration for possible downgrade by any of the Rating Agencies);
provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below
Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or
inform the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall
have occurred at the time of the Below Investment Grade Rating Event). The Trustee shall not be responsible for monitoring the Company’s rating status, making any request upon any Rating Agency, or determining whether any Below Investment Grade
Rating Event with respect to any Notes has occurred. 
 “Business Day” means any day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which the Trustee or banking institutions in The City of New York are authorized or required by law or regulation to close. 

“Calculation Agent” means Wells Fargo Bank, National Association or any successor thereto appointed by the Company. 

“Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
other than the Company or one of its subsidiaries; 
 (2) the adoption of a plan relating to the Company’s liquidation
or dissolution; or 
 (3) the consummation of any transaction or series of related transactions (including, without
limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one or more of its wholly-owned subsidiaries becomes the
beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock. 

  
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 “Change of Control Repurchase Event” means the occurrence of both a Change of
Control and a Below Investment Grade Rating Event. 
 “Company” has the meaning set forth in the Recitals hereto. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Fixed Rate Notes (assuming, for this purpose, such Fixed Rate Notes mature on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of such Fixed Rate Notes. 
 “Comparable
Treasury Price” means, with respect to any Redemption Date, (1) the average of four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
(2) if the Company can only obtain less than four such Reference Treasury Dealer Quotations, the average of all such quotations or (3) if the Company can only obtain one Reference Treasury Dealer Quotation, such quotation. 

“Corporate Trust Office” shall be the office of the Trustee at which the Indenture shall be principally administered, which
at the date of this Fifth Supplemental Indenture is 150 East 42nd Street, 40th Floor, New York, New York 10017, Attn: Corporate Trust Services, or such other address as to which the Trustee may give notice to the Company. 

“Designated LIBOR Page” means Reuters screen “LIBOR01” page, or any successor page on Reuters selected by the
Company, or if the Company determines that no such successor page shall exist on Reuters, an equivalent page on any successor service selected by the Company. 

“Dollar” and “$” means the lawful currency of the United States of America. 

“DTC” means The Depository Trust Company, its nominees and their successors and assigns. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. 

“Fixed Rate Interest Payment Date” has the meaning set forth in Section 2.04(c). 

“Fixed Rate Maturity Date” has the meaning set forth in Section 2.04(b). 

“Fixed Rate Notes” has the meaning set forth in the Recitals hereto. 

“Fixed Rate Regular Record Date” has the meaning set forth in Section 2.04(c). 

  
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 “Floating Rate Interest Payment Date” has the meaning set forth in
Section 2.03(c). 
 “Floating Rate Maturity Date” has the meaning set forth in Section 2.03(b). 

“Floating Rate Notes” has the meaning set forth in the Recitals hereto. 

“Floating Rate Regular Record Date” has the meaning set forth in Section 2.03(c). 

“Global Note” means a single permanent fully-registered global note in book-entry form, without coupons, substantially in the
form of Exhibit A and Exhibit B attached hereto. 
 “Indenture” means the Original Indenture as supplemented by this Fifth
Supplemental Indenture. 
 “Interest Reset Date” means the date of original issuance of the Floating Rate Notes and each
Floating Rate Interest Payment Date. 
 “Investment Grade” means a rating of Baa3 or better by Moody’s (or its
equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent investment
grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company. 
 “LIBOR Determination
Date” means, for a given interest period with respect to the Floating Rate Notes, the second London Banking Day preceding the applicable Interest Reset Date. 

“London Banking Day” means any Business Day on which dealings in U.S. dollars are transacted or, with respect to any future
date, are expected to be transacted, in the London interbank market. 
 “Moody’s” means Moody’s Investors
Service, Inc. 
 “Notes” has the meaning set forth in the Recitals hereto. 

“Original Indenture” has the meaning set forth in the Recitals hereto. 

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company. 

“Par Call Date” means February 19, 2023. 

“Paying Agent Office” means the designated office of the Trustee of which the corporate trust paying agent office of the
Trustee shall, at any particular time be administered, which at the date of this Fifth Supplemental Indenture is Corporate Trust Operations, MAC N9300-070, 600 South Fourth Street, Seventh Floor, Minneapolis,
MN 55415, or such other address as to which the Trustee may give notice to the Company. 
 “Rating Agency” means
(1) each of Moody’s and S&P; and (2) if any of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company as a replacement agency for Moody’s or S&P, as the case
may be. 

  
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 “Redemption Date” means the Business Day on which Notes are redeemed by the
Company pursuant to Article III hereof. 
 “Reference Treasury Dealer” means (1) each of Citigroup Global Markets Inc.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will
substitute therefor another Primary Treasury Dealer, (2) a Primary Treasury Dealer selected by each of MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc. and their respective successors, and (3) any other Primary
Treasury Dealer selected by the Company. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by
such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. 

“Registered Securities” means any Securities which are registered in the Security Register. 

“Remaining Scheduled Payments” means, with respect to each Fixed Rate Note to be redeemed, the remaining scheduled payments
of principal and interest thereon that would be due after the related Redemption Date for such redemption (not including any portion of such payments of interest accrued as of the Redemption Date) and assuming, for this purpose, that such Fixed Rate
Note matures on the Par Call Date. 
 “S&P” means S&P Global Ratings, a division of S&P Global Inc. 

“Three-Month LIBOR” means the rate determined in accordance with the following provisions: 

(1) With respect to any LIBOR Determination Date, Three-Month LIBOR will be the rate for deposits in U.S. dollars having a maturity of three
months commencing on the first day of the applicable interest period that appears on the Designated LIBOR Page as of 11:00 a.m., London time, on that LIBOR Determination Date. If no such rate appears, then Three-Month LIBOR with respect to that
LIBOR Determination Date will be determined in accordance with the provisions described in clause (2) below. 
 (2) With respect to a
LIBOR Determination Date on which no rate appears on the Designated LIBOR Page, as specified in clause (1) above, the Company will request the principal London offices of each of four major reference banks in the London interbank market, as
selected by the Company, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for the period of three months, commencing on the first day of the applicable interest period, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on that LIBOR Determination Date and in a principal amount that is 

  
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representative for a single transaction in U.S. dollars in such market at such time. If at least two quotations are provided, then Three-Month LIBOR on such LIBOR Determination Date will be the
arithmetic mean of such quotations. If fewer than two such quotations are provided, then Three-Month LIBOR on such LIBOR Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on such
LIBOR Determination Date by three major banks in The City of New York selected by the Company for loans in U.S. dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single
transaction in U.S. dollars in such market at such time. If the banks so selected are not providing quotations in such manner, Three-Month LIBOR determined as of such LIBOR Determination Date will be Three-Month LIBOR in effect with respect to the
immediately preceding interest period. 
 “Treasury Rate” means, with respect to any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption
Date. 
 “Trustee” has the meaning set forth in the Recitals hereto. 

“Voting Stock” means, with respect to any Person, capital stock of any class or kind the holders of which are ordinarily, in
the absence of contingencies, entitled to vote for the election of directors (or Persons performing similar functions) of such Person, even if the right to so vote has been suspended by the happening of such a contingency. 

SECTION 1.03. Incorporation by Reference of Trust Indenture Act. The Indenture is subject to the mandatory provisions of the Trust
Indenture Act, which are incorporated by reference in and made a part of the Indenture. The following Trust Indenture Act terms have the following meanings: 

“indenture securities” means the Notes. 

“indenture security holder” means a Holder. 

“indenture to be qualified” means this Fifth Supplemental Indenture. 

“indenture trustee” or “institutional trustee” means the Trustee. 

“obligor” on the indenture securities means the Company and any other obligor on the indenture securities. 

All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act
reference to another statute or defined by Securities and Exchange Commission rule have the meanings assigned to them by such definitions. 

  
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 ARTICLE II 

CREATION, FORMS, 
 TERMS
AND CONDITIONS OF THE SECURITIES 
 SECTION 2.01. Creation of the Notes. In accordance with Section 301 of the Original
Indenture, the Company hereby creates each of the Floating Rate Notes and the Fixed Rate Notes as a separate series of its securities issued pursuant to the Indenture. The Floating Rate Notes shall be issued initially in an aggregate principal
amount of $450,000,000 and the Fixed Rate Notes shall be issued initially in an aggregate principal amount of $300,000,000, except as permitted by Sections 304, 305 or 306 of the Original Indenture. 

SECTION 2.02. Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Company and
authenticated by the Trustee, which shall be deposited with the Trustee as custodian for DTC and registered in the name of “Cede & Co.,” as the nominee of DTC. The Floating Rate Notes shall be substantially in the form of Exhibit
A attached hereto and the Fixed Rate Notes shall be substantially in the form of Exhibit B attached hereto. So long as DTC, or its nominee, is the registered owner of a Global Note, DTC or its nominee, as the case may be, shall be considered the
sole owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and transfers thereof will be effected only through, records maintained
by DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). 

SECTION 2.03. Terms and Conditions of the Floating Rate Notes. The Floating Rate Notes shall be governed by all the terms and
conditions of the Original Indenture, as supplemented by this Fifth Supplemental Indenture. In particular, the following provisions shall be terms of the Floating Rate Notes: 

(a) Title and Aggregate Principal Amount. The title of the Floating Rate Notes shall be as specified in the Recitals; and the aggregate
principal amount of the Floating Rate Notes shall be as specified in Section 2.01 of this Article II, except as permitted by Sections 304, 305 or 306 of the Original Indenture. 

(b) Stated Maturity. The Floating Rate Notes shall mature, and the unpaid principal thereon shall be payable, on March 19, 2021
(the “Floating Rate Maturity Date”), subject to the provisions of the Original Indenture and Articles III and IV below. 
 (c)
Interest. 
 (i) The Floating Rate Notes will bear interest at a floating rate per annum, established or reset (as applicable) for
each Interest Reset Date by the Calculation Agent, equal to Three-Month LIBOR plus 0.750% (or 75 basis points) from the date of original issuance of the Floating Rate Notes, or from the most recent Floating Rate Interest Payment Date to which
interest has been paid or provided for (as applicable). The Company will make interest payments on the Floating Rate Notes quarterly in arrears on March 19, June 19, September 19 and 

  
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December 19 of each year, commencing on June 19, 2018 (each, a “Floating Rate Interest Payment Date”), to the Holders of record of the Floating Rate Notes at the close of
business (whether or not a Business Day) on the immediately preceding March 1, June 1, September 1 and December 1, respectively (each, a “Floating Rate Regular Record Date”). Interest on the Floating Rate Notes will be
computed on the basis of a 360-day year and the actual number of days in each interest period. 

(ii) If any Floating Rate Interest Payment Date, other than the Floating Rate Maturity Date or any earlier Redemption Date, for the Floating
Rate Notes falls on a day that is not a Business Day, then such Floating Rate Interest Payment Date will be postponed to the next day that is a Business Day, and interest thereon will continue to accrue to but excluding such succeeding Business Day,
except that, if that Business Day falls in the next succeeding calendar month, then, unless it relates to interest payable at the Floating Rate Maturity Date or any earlier Redemption Date, such Floating Rate Interest Payment Date will be the
immediately preceding Business Day. If the Floating Rate Maturity Date or any earlier Redemption Date with respect to the Floating Rate Notes falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were
made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after the Floating Rate Maturity Date or earlier Redemption Date, as the case may be, to the date the payment is made. 

(iii) The interest rate on the Floating Rate Notes in effect on any particular day will be a floating rate per annum equal to Three-Month
LIBOR determined with respect to the latest Interest Reset Date that occurs on or before that day plus 0.750% (or 75 basis points). All percentages resulting from any calculation of the interest rate for the Floating Rate Notes will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or
..0987655)), and all U.S. dollar amounts used in or resulting from such calculation on the Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upward). Notwithstanding
anything to the contrary in this Fifth Supplemental Indenture or the Original Indenture, the interest rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United
States law of general application, and will at no time be less than zero. 
 (iv) Promptly upon determination, the Calculation Agent will
inform the Company and the Trustee of the interest rate for the Floating Rate Notes for each interest period. Upon request from any Holder of Floating Rate Notes, the Calculation Agent will provide the interest rate in effect for the Floating Rate
Notes for the then current interest period and, if it has been determined, the interest rate to be in effect for the next interest period. 

(v) All determinations and any calculations made by the Calculation Agent for the purposes of calculating Three-Month LIBOR shall be
conclusive and binding on Holders of the Floating Rate Notes, the Trustee and the Company, absent manifest error. The Calculation Agent and the Trustee shall not be responsible to Holders of the Floating Rate Notes, the Company, or any third party
for any unavailability of LIBOR or failure of any reference banks to provide quotations as requested of them or as a result of the Calculation Agent and the Trustee having acted on any quotation or other information given by any reference bank which
subsequently may be found to be incorrect or inaccurate in any way. The Calculation Agent and the Trustee shall have no liability to Holders of the Floating Rate Notes, to the Company or to any third party as a result of losses suffered due to the
lack of an applicable rate of interest or in connection with the use of an alternative rate. 

  
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 (d) Registration and Form. The Floating Rate Notes shall be issuable as Registered
Securities as provided in Section 2.02 of this Article II. The Floating Rate Notes shall be issued and may be transferred only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. All payments of principal,
redemption price and accrued unpaid interest in respect of the Floating Rate Notes shall be made by the Company in immediately available funds. 

(e) Defeasance and Covenant Defeasance. The provisions for defeasance in Section 1302 of the Original Indenture, and the
provisions for covenant defeasance in Section 1303 of the Original Indenture, shall be applicable to the Floating Rate Notes. 
 (f)
Further Issues. Notwithstanding anything to the contrary contained in this Fifth Supplemental Indenture or the Original Indenture (but subject to the terms of this Section 2.03(f)), the Company may, from time to time, without the consent
of or notice to the Holders, create and issue further securities having the same ranking and terms and conditions as the Floating Rate Notes in all respects, except for the issue date and, in some cases, the public offering price and the first
interest payment date. Additional Floating Rate Notes issued in this manner shall be consolidated with and shall form a single series with the previously issued Floating Rate Notes; provided that if such additional Floating Rate Notes are not
fungible with the previously issued Floating Rate Notes for U.S. federal income tax purposes, such additional Floating Rate Notes will have a separate CUSIP number. Notice of any issuance of additional Floating Rate Notes shall be given to the
Trustee and a new supplemental indenture shall be executed in connection therewith. No such additional Floating Rate Notes may be issued if an Event of Default has occurred and is continuing with respect to the Floating Rate Notes.  

(g) Other Terms and Conditions. The Floating Rate Notes shall have such other terms and conditions as provided in the form thereof
attached as Exhibit A. 
 SECTION 2.04. Terms and Conditions of the Fixed Rate Notes. The Fixed Rate Notes shall be governed by all
the terms and conditions of the Original Indenture, as supplemented by this Fifth Supplemental Indenture. In particular, the following provisions shall be terms of the Fixed Rate Notes: 

(a) Title and Aggregate Principal Amount. The title of the Fixed Rate Notes shall be as specified in the Recitals; and the aggregate
principal amount of the Fixed Rate Notes shall be as specified in Section 2.01 of this Article II, except as permitted by Sections 304, 305 or 306 of the Original Indenture. 

(b) Stated Maturity. The Fixed Rate Notes shall mature, and the unpaid principal thereon shall be payable, on March 19, 2023 (the
“Fixed Rate Maturity Date”), subject to the provisions of the Original Indenture and Articles III and IV below. 

  
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 (c) Interest. The rate per annum at which interest shall be payable on the Fixed Rate
Notes shall be 3.700%. Interest on the Fixed Rate Notes shall be payable semi-annually in arrears on each March 19 and September 19, commencing on September 19, 2018 (each, a “Fixed Rate Interest Payment Date”), to the
Persons in whose names the applicable Fixed Rate Notes are registered in the Security Register applicable to the Fixed Rate Notes at the close of business on the immediately preceding March 1 or September 1, respectively, prior to the
applicable Fixed Rate Interest Payment Date regardless of whether such day is a Business Day (each, a “Fixed Rate Regular Record Date”). Interest on the Fixed Rate Notes shall be computed on the basis of a
360-day year consisting of twelve 30-day months. Interest on the Fixed Rate Notes shall accrue from and including March 19, 2018. If a Fixed Rate Interest Payment
Date, the Fixed Rate Maturity Date or any earlier Redemption Date with respect to the Fixed Rate Notes falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date the payment was due,
and no interest will accrue on the amount so payable for the period from and after that Fixed Rate Interest Payment Date, the Fixed Rate Maturity Date or any such earlier Redemption Date, as the case may be, to the date the payment is made. Interest
payments will include accrued interest from and including the date of issue or from and including the last date in respect to which interest has been paid, as the case may be, to, but excluding, the Fixed Rate Interest Payment Date or the Fixed Rate
Maturity Date, as the case may be. 
 (d) Registration and Form. The Fixed Rate Notes shall be issuable as Registered Securities as
provided in Section 2.02 of this Article II. The Fixed Rate Notes shall be issued and may be transferred only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. All payments of principal, redemption price and
accrued unpaid interest in respect of the Fixed Rate Notes shall be made by the Company in immediately available funds. 
 (e) Defeasance
and Covenant Defeasance. The provisions for defeasance in Section 1302 of the Original Indenture, and the provisions for covenant defeasance in Section 1303 of the Original Indenture, shall be applicable to the Fixed Rate Notes. 

(f) Further Issues. Notwithstanding anything to the contrary contained in this Fifth Supplemental Indenture or the Original Indenture
(but subject to the terms of this Section 2.04(f)), the Company may, from time to time, without the consent of or notice to the Holders, create and issue further securities having the same ranking and terms and conditions as the Fixed Rate
Notes in all respects, except for the issue date and, in some cases, the public offering price and the first interest payment date. Additional Fixed Rate Notes issued in this manner shall be consolidated with and shall form a single series with the
previously issued Fixed Rate Notes; provided that if such additional Fixed Rate Notes are not fungible with the previously issued Fixed Rate Notes for U.S. federal income tax purposes, such additional Floating Rate Notes will have a separate
CUSIP number. Notice of any issuance of additional Fixed Rate Notes shall be given to the Trustee and a new supplemental indenture shall be executed in connection therewith. No such additional Fixed Rate Notes may be issued if an Event of Default
has occurred and is continuing with respect to the Fixed Rate Notes. 
 (g) Other Terms and Conditions. The Fixed Rate Notes shall
have such other terms and conditions as provided in the form thereof attached as Exhibit B. 

  
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 SECTION 2.05. Ranking. The Notes shall be general unsecured obligations of the Company.
The Notes shall rank pari passu in right of payment with all unsecured and unsubordinated indebtedness of the Company and senior in right of payment to all subordinated indebtedness of the Company. 

SECTION 2.06. Sinking Fund. The Notes will not be entitled to any sinking fund. 

ARTICLE III 
 REDEMPTION

 SECTION 3.01. Optional Redemption of the Floating Rate Notes. The Floating Rate Notes are redeemable at the Company’s
option, in whole or in part, at any time and from time to time on or after March 20, 2019 at a redemption price equal to 100% of the principal amount of the Floating Rate Notes to be redeemed, plus accrued and unpaid interest thereon to, but
excluding, the Redemption Date. The Floating Rate Notes are not redeemable prior to March 20, 2019. 
 SECTION 3.02. Optional
Redemption of the Fixed Rate Notes.  
 (a) The Fixed Rate Notes are redeemable at the Company’s option, in whole or in
part, at any time and from time to time prior to the Par Call Date at a redemption price equal to the greater of: 
 (i) 100% of the
principal amount of the Fixed Rate Notes to be redeemed; and 
 (ii) the sum of the present values of the Remaining Scheduled Payments of
the Fixed Rate Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate, plus 20 basis points, 
 plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. 

(b) The Fixed Rate Notes are redeemable at the Company’s option, in whole or in part, at any time and from time to time on or after the
Par Call Date at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. 

SECTION 3.03. General 

(a) Notwithstanding Sections 3.01 and Section 3.02, installments of interest on the Notes that are due and payable on any Floating Rate
Interest Payment Date or Fixed Rate Interest Payment Date, as the case may be, falling on or prior to a Redemption Date will be payable on such Floating Rate Interest Payment Date or Fixed Rate Interest Payment Date to the registered Holders of the
applicable series of Notes as of the close of business on the relevant Floating Rate Regular Record Date or Fixed Rate Regular Record Date, as the case may be, according to the terms of the Notes and the Indenture. Unless the Company defaults in
payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on any Notes that are called for redemption. 

  
 11 








 (b) Notices of any optional redemption will be mailed (or with respect to Global Notes, to the
extent permitted or required by applicable DTC procedures or regulations, sent electronically) at least 15 but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The Company will
calculate the redemption price and will deliver an Officer’s Certificate to the Trustee setting forth the redemption price no later than two Business Days prior to the Redemption Date, and the Trustee will not be responsible for such
calculation. 
 (c) If less than all of either series of Notes are to be redeemed at any time, the Notes in that series to be redeemed will
be selected in denominations of $2,000 in principal amount and integral multiples of $1,000 in excess thereof, in accordance with applicable DTC procedures, in the case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and
appropriate, in the case of Notes that are not represented by a Global Note. 
 ARTICLE IV 

CHANGE OF CONTROL 
 SECTION
4.01. Repurchase at the Option of Holders Upon a Change of Control Repurchase Event. 
 (a) If a Change of Control Repurchase Event
occurs with respect to a series of Notes, unless the Company has exercised its right to redeem the Notes of such series pursuant to the Indenture, the Company shall make an offer to each Holder of Notes of such series to repurchase all or any part
(in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid
interest on the Notes repurchased to the date of repurchase. 
 (b) Within 30 days following any Change of Control Repurchase Event or, at
the option of the Company, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Company will mail (or with respect to Global Notes, to the extent permitted or required by applicable DTC procedures
or regulations, send electronically) a notice to each Holder of the applicable series of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and
offering to repurchase the Notes of such series on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if sent prior to the date of
consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. 

  
 12 








 (c) The Company will comply with the requirements of Rule
14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a
Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Article IV, the Company will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Article IV by virtue of such conflict. 
 (d) On the Change of Control Repurchase Event payment date,
the Company will, to the extent lawful: 
 (i) accept for payment all the Notes or portions of the Notes (in minimum denominations of $2,000
and integral multiples of $1,000 above that amount) properly tendered pursuant to its offer; 
 (ii) deposit on or before 10:00 a.m., New
York City time, with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and 

(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating the
aggregate principal amount of Notes being purchased by the Company. 
 (e) The Paying Agent will promptly deliver to each Holder of Notes
properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or, if a Global Note, cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of
any Notes surrendered; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 above that amount. 

(f) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes
such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company under this Article IV and such third party purchases all Notes properly tendered and not withdrawn under its offer. 

ARTICLE V 
 TRANSFER AND
EXCHANGE 
 SECTION 5.01. Transfer and Exchange. Section 203(1) of the Original Indenture is replaced in its entirety by the
following: 
 “SECTION 203. Transfer and Exchange. 

(1) Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except by the Depository
to a nominee of the Depository, by a nominee of the Depository to the Depository or to another nominee of the Depository, or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. The Company
initially appoints The Depository Trust Company (“DTC”) to act as Depository with respect to the Global Securities. Global Securities shall be exchanged by the Company for Definitive Securities if: 

(A) the Company delivers to the Trustee notice from the Depository that it is unwilling or unable to continue to act as
Depository for the Global Securities and a successor Depository is not appointed by the Company within 90 days after the date of such notice from the Depository; 

  
 13 








 (B) the Company delivers to the Trustee notice from the Depository that it is no
longer a clearing agency registered under the Exchange Act; 
 (C) the Company, in its sole discretion and subject to the
procedures of the Depository, determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers written notice to such effect to the Trustee; or 

(D) there shall have occurred and be continuing an Event of Default under this Indenture and the Trustee has received a request
from the Depository or any Holder to issue Definitive Securities. 
 Upon the occurrence of any of the preceding events in (A), (B) or
(C) above, the Company will notify the Trustee in writing that, upon surrender by the Participants of their interest in such Global Securities, Definitive Securities will be issued to each Person that such Participants and the Depository
identify as being the beneficial owner of the related Securities. Beneficial interests in Global Securities may be exchanged for Definitive Securities of the same series upon request but only upon at least 30 days’ prior written notice given to
the Trustee by or on behalf of the Depository in accordance with customary procedures. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 304, 305 and 306 hereof. Except as otherwise provided above in
this Section 203, every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 203 or Sections 304, 305 or 306 hereof, shall be authenticated and delivered in
the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 203(1).” 

ARTICLE VI 
 TRUSTEE

 SECTION 6.01. Corporate Trust Office. The Trustee is appointed as the principal paying agent, transfer agent and registrar for
the Notes (and the calculation agent, in the case of the Floating Rate Notes), including for the purposes of Section 1002 of the Original Indenture. The Notes may be presented for payment at the Paying Agent Office of the Trustee or at any
other agency as may be appointed from time to time by the Company in The City of New York or the City of Chicago. 

  
 14 








 SECTION 6.02. Recitals of Fact; Certain Other Matters. The Trustee makes no representation
as to, and shall not be responsible in any manner whatsoever for or in respect of, the validity or sufficiency of this Fifth Supplemental Indenture or the due execution thereof by the Company, except for any certificate of authentication delivered
in connection therewith. The recitals of fact contained herein shall be taken as the statements solely of the Company and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be accountable for the use or
application by the Company of the proceeds from the issuance of the Notes. All of the provisions contained in the Indenture in respect of the rights, powers, privileges, and immunities of the Trustee shall be applicable in respect of this
Fifth Supplemental Indenture. The parties hereto acknowledge that in accordance with the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, the Trustee in order to help fight the funding of
terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties hereby agree that they shall provide
the Trustee with such information as it may request including, but not limited to, each party’s name, physical address, tax identification number and other information that will help the Trustee identify and verify each party’s identity
such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. 

SECTION 6.03. Successor. Any corporation or association into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or association to which all or substantially all of the corporate trust business of the
Trustee may be sold or otherwise transferred, shall be the successor trustee hereunder without any further act. 
 ARTICLE VII 

MISCELLANEOUS PROVISIONS 

SECTION 7.01. Ratification of Original Indenture. This Fifth Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture, and as supplemented and modified hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Fifth Supplemental Indenture shall be read, taken and construed as
one and the same instrument. 
 SECTION 7.02. Effect of Headings. The Article and Section headings herein are for convenience only
and shall not affect the construction hereof. 
 SECTION 7.03. Successors and Assigns. All covenants and agreements in this Fifth
Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
 SECTION 7.04. Separability
Clause. In case any one or more of the provisions contained in this Fifth Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. 

  
 15 








 SECTION 7.05. Governing Law. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7.06. Counterparts. This Fifth Supplemental Indenture may
be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Signatures of the parties hereto
transmitted by facsimile or PDF may be used in lieu of the originals and shall be deemed to be their original signatures for all purposes. 

  
 16 








 * * * * 

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written. 

 

					
	ZIMMER BIOMET HOLDINGS, INC.
		
	By: 	 	 /s/ Daniel P. Florin

		 	Name:	 	 Daniel P. Florin

		 	Title:	 	 Executive Vice President and

		 		 	 Chief Financial Officer

	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

		
	By: 	 	 /s/ Yana Kislenko

		 	Name:	 	 Yana Kislenko

		 	Title:	 	 Vice President




  
 Signature page to the
Fifth Supplemental Indenture 








 EXHIBIT A 

FORM OF GLOBAL FLOATING RATE NOTE 

[FACE OF GLOBAL NOTE] 
 THIS GLOBAL NOTE
IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY), IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 203 OF THE INDENTURE, (B) THIS GLOBAL
NOTE MAY BE EXCHANGED PURSUANT TO SECTION 203(1) OF THE INDENTURE, (C) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE INDENTURE AND (D) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 CUSIP 98956P AP7 

ZIMMER BIOMET HOLDINGS, INC. 

$450,000,000 Floating Rate Notes due 2021 
  

			
	$450,000,000	  	No.: R-1

 Zimmer Biomet Holdings, Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
FOUR HUNDRED AND FIFTY MILLION Dollars (or such other lesser or greater amount set forth on the Schedule of Exchanges of Interests in the Global Security attached hereto) on March 19, 2021, and to pay interest thereon from March 19, 2018
or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on March 19, June 19, September 19 and December 19 each year, commencing on June 19, 2018, at a rate described on
the reverse hereof, until the 

  
 $450,000,000 Floating
Rate Note due 2021 
 A-1 








 
principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1, the June 1, the September 1 or the
December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holder of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company
maintained for that purpose at the Paying Agent Office of the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that
at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 $450,000,000 Floating
Rate Note due 2021 
 A-2 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

					
	ZIMMER BIOMET HOLDINGS, INC.
		
	By: 	 	 
		 	Name:	 	 Daniel P. Florin

		 	Title:	 	 Executive Vice President and

		 		 	 Chief Financial Officer



  

	
	Attest:
	
	   

	Name:
	Title:


  
 $450,000,000 Floating
Rate Note due 2021 
 A-3 








 CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 

							
	 Dated:
	 		 	
			
		 		 	Wells Fargo Bank, National Association, as Trustee
				
		 		 	By: 	 	 
		 		 		 	Authorized Signatory
		 		 		 	


  
 $450,000,000 Floating
Rate Note due 2021 
 A-4 








 [FORM OF REVERSE OF NOTE] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of November 17, 2009 (the “Original Indenture”), as supplemented by the Fifth Supplemental Indenture thereto dated as of March 19, 2018 (the “Fifth Supplemental
Indenture” and together with the Original Indenture, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, issued initially in an aggregate principal amount of $450,000,000. Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. 
 The Securities of this series will bear interest at a floating rate per
annum, reset quarterly, equal to Three-Month LIBOR plus 0.750% (or 75 basis points) from the date of original issuance or from the most recent Interest Payment Date to which interest has been paid or provided for, as applicable, in accordance with
and pursuant to the terms and conditions set forth in the Indenture. 
 The Securities of this series are subject to redemption at the
option of the Company, in whole or in part, at any time and from time to time on or after March 20, 2019 at a redemption price equal to 100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid
interest thereon to, but excluding, the Redemption Date, in accordance with and pursuant to the terms and conditions set forth in the Indenture. The Securities of this series are not redeemable prior to March 20, 2019. 

If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Securities of this series pursuant to
the Indenture, the Company will be required to make an offer to each Holder of the Securities of this series to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) of that Holder’s
Securities of this series at a repurchase price in cash equal to 101% of the aggregate principal amount of such Securities repurchased plus any accrued and unpaid interest on such Securities repurchased to the date of repurchase, in accordance with
and pursuant to the terms and conditions set forth in the Indenture. 
 The Indenture contains provisions for defeasance at any time of the
entire Indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture. 

  
 $450,000,000 Floating
Rate Note due 2021 
 A-5 








 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity or security reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount
of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall
not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security may be registered and this
Security may be exchanged as provided in the Indenture. 
 The Securities of this series are issuable only in registered form without
coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. 
 No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

  
 $450,000,000 Floating
Rate Note due 2021 
 A-6 








 All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

  
 $450,000,000 Floating
Rate Note due 2021 
 A-7 








 ASSIGNMENT FORM 

To assign this Security, fill in the form below: 
 I or we
assign and transfer this Security to: 
  
  

(Insert assignee’s social security or tax I.D. no.) 

 
  
  

 
  

 
  

 
 (Print or type
assignee’s name, address and zip code) 
 and irrevocably appoint
                    as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. 

 
  
  

			
	Your Signature:	  	 
		  	(Sign exactly as your name appears on the other side of this Security)

  

			
	Your Name:	  	 


Date:                         
     
  

					
	Signature Guarantee:	  	 	  	*

  

	*	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The
New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee. 


  
 $450,000,000 Floating
Rate Note due 2021 
 A-8 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY 

The following exchanges of an interest in this Global Security for an interest in another Global Security or for a Definitive Security, or
exchanges of an interest in another Global Security or a Definitive Security for an interest in this Global Security have been made: 
  

									
	 Date of Exchange
	  	Amount of decrease
in Principal Amount of
this Global Security	  	Amount of increase
in Principal Amount of
this Global Security	  	Principal Amount of this
Global Security following
such decrease or increase	  	Signature of authorized
signatory or Trustee or
Securities Custodian


  
 $450,000,000 Floating
Rate Note due 2021 
 A-9 








 EXHIBIT B 

FORM OF GLOBAL FIXED RATE NOTE 

[FACE OF GLOBAL NOTE] 
 THIS GLOBAL NOTE
IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY), IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 203 OF THE INDENTURE, (B) THIS GLOBAL
NOTE MAY BE EXCHANGED PURSUANT TO SECTION 203(1) OF THE INDENTURE, (C) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE INDENTURE AND (D) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 CUSIP 98956P AQ5 

ZIMMER BIOMET HOLDINGS, INC. 

$300,000,000 3.700% Notes due 2023 

$300,000,000 
 No.: R-1 
 Zimmer Biomet Holdings, Inc., a corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of THREE
HUNDRED MILLION Dollars (or such other lesser or greater amount set forth on the Schedule of Exchanges of Interests in the Global Security attached hereto) on March 19, 2023, and to pay interest thereon from March 19, 

  
 $300,000,000 3.700%
Note due 2023 
 B-1 








 
2018 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 19 and September 19 each year, commencing on
September 19, 2018, at the rate of 3.700% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or the September 1
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holder of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 
 Payment of
the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose at the Paying Agent Office of the Trustee, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. 
 Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 $300,000,000 3.700%
Note due 2023 
 B-2 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

					
	ZIMMER BIOMET HOLDINGS, INC.
		
	By:	 	 
		 	Name:	 	Daniel P. Florin
		 	Title:	 	 Executive Vice President and
 Chief Financial
Officer



  

	
	Attest:
	
	   

	 Name:

	Title:


  
 $300,000,000 3.700%
Note due 2023 
 B-3 








 CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

Dated: 
  

			
	Wells Fargo Bank, National Association as Trustee


 
			
		
	By: 	 	 
		 	Authorized Signatory



  
 $300,000,000 3.700%
Note due 2023 
 B-4 








 [FORM OF REVERSE OF NOTE] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of November 17, 2009 (the “Original Indenture”), as supplemented by the Fifth Supplemental Indenture thereto dated as of March 19, 2018 (the “Fifth Supplemental
Indenture” and together with the Original Indenture, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, issued initially in an aggregate principal amount of $300,000,000. Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. 
 The Securities of this series are redeemable at the Company’s option, in
whole or in part, at any time and from time to time prior to February 19, 2023 at a redemption price equal to the greater of (i) 100% of the principal amount of the Securities of this series to be redeemed; and (ii) the sum of the present
values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate, plus 20 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date, in accordance with and pursuant to the terms and conditions set forth in the Indenture. 

The Securities of this series are redeemable at the Company’s option, in whole or in part, at any time and from time to time on or after
February 19, 2023 at a redemption price equal to 100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, in accordance with and pursuant to
the terms and conditions set forth in the Indenture. 
 If a Change of Control Repurchase Event occurs, unless the Company has exercised its
right to redeem the Securities of this series pursuant to the Indenture, the Company will be required to make an offer to each Holder of the Securities of this series to repurchase all or any part (in minimum denominations of $2,000 and integral
multiples of $1,000 above that amount) of that Holder’s Securities of this series at a repurchase price in cash equal to 101% of the aggregate principal amount of such Securities repurchased plus any accrued and unpaid interest on such
Securities repurchased to the date of repurchase, in accordance with and pursuant to the terms and conditions set forth in the Indenture. 

The Indenture contains provisions for defeasance at any time of the entire Indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 
 If an
Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 

  
 $300,000,000 3.700%
Note due 2023 
 B-5 








 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity or security reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount
of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall
not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security may be registered and this
Security may be exchanged as provided in the Indenture. 
 The Securities of this series are issuable only in registered form without
coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. 
 No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

  
 $300,000,000 3.700%
Note due 2023 
 B-6 








 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary. 
 All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

  
 $300,000,000 3.700%
Note due 2023 
 B-7 








 ASSIGNMENT FORM 

To assign this Security, fill in the form below: 
 I or we
assign and transfer this Security to: 
   

 
 (Insert assignee’s social security
or tax I.D. no.) 
  
  

 
  
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint
                    as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. 

  
  

 

			
	Your Signature:	  	  

		  	(Sign exactly as your name appears on the other side of this Security)

  

			
	Your Name:	  	  



Date:                         
    
  

					
	 Signature Guarantee:
	  	  
	  	*

  

	*	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The
New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee. 


  
 $300,000,000 3.700%
Note due 2023 
 B-8 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY 

The following exchanges of an interest in this Global Security for an interest in another Global Security or for a Definitive Security, or
exchanges of an interest in another Global Security or a Definitive Security for an interest in this Global Security have been made: 
  

									
	 Date of Exchange
	  	 Amount of decrease
in Principal Amount of
this Global
Security
	  	 Amount of increase
in Principal Amount of
this Global
Security
	  	 Principal Amount of
this
Global Security following
such decrease or increase
	  	
Signature of authorized
signatory or Trustee or
Securities Custodian



  
 $300,000,000 3.700%
Note due 2023 
 B-9