Amendment #2 to Letter Agreement



 


Exhibit 10.1


AMENDMENT No. 2 TO

LETTER AGREEMENT



         THIS AMENDMENT NO. 2 TO LETTER AGREEMENT (“Amendment”) is made as of
February 5, 2002, by and between ZIMMER HOLDINGS, INC., a Delaware corporation
and successor-in-interest to Zimmer, Inc. (the “Parent Borrower”) and BANK OF
AMERICA, N.A., a national banking association (the “Bank”).


Recitals



         A.     The Parent Borrower and the Bank are parties to that certain Letter
Agreement dated as of July 17, 2001, as amended from time to time (the “Letter
Agreement”), pursuant to which the Bank has made a $26,000,000 uncommitted
standard instrument credit facility available to the Parent Borrower and
certain designated subsidiaries of the Parent Borrower.


         B.     The Parent Borrower has requested certain changes in the terms of the
Letter Agreement, and the Bank is willing to agree to those changes on the
terms and conditions set forth herein.


Agreement



         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties do hereby agree as follows:


         1.     Capitalized terms used but not defined in this Amendment shall have the
meanings given them in the Letter Agreement.


         2.     The Letter Agreement is hereby amended as follows:


         (a)     Paragraph I.E of the Letter Agreement is hereby amended and restated
in its entirety to read as follows:



		
	 	         “Subject to Paragraph I.A above, Standard Instruments may mature or
expire (and any applicable Interest Period may end) after the
Availability Termination Date, but in no event shall any Standard
Instrument mature or expire (or any applicable Interest Period end) after
the Obligation Cutoff Date. This Agreement shall remain in full force
and effect so long as any Standard Instrument is outstanding.”



         (b)     The reference to “Availability Termination Date” in clause (b) of the
proviso to Paragraph VI is hereby replaced by a reference to “Obligation Cutoff
Date.”


         (c)     Exhibit A to the Letter Agreement is hereby amended by inserting a new
defined term to read as follows:


 







 


         "'Obligation Cutoff Date’ means July 31, 2003.”


         3.     The Parent Borrower hereby represents and warrants to the Bank that:


         (a)     this Amendment has been duly authorized, executed and delivered on its
behalf, and the Letter Agreement, as amended hereby, constitutes its legal,
valid and binding obligation enforceable against it in accordance with its
terms, except as limited by: (i) the Bankruptcy Code of the United States of
America and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, suspension
of payments, or similar debtor relief laws from time to time in effect
affecting the rights of creditors generally; and (ii) general principles of
equity;


         (b)     the representations and warranties of Parent Borrower set forth in
Paragraph III of the Letter Agreement (other than any representations and
warranties that relate exclusively to a prior date, which representations and
warranties were true and correct in all material respects as of such prior
date), are true and correct in all material respects on and as of the date
hereof with the same force and effect as if made on and as of such date; and


         (c)     no Default or Event of Default under the Letter Agreement has occurred
and is continuing or will result from the execution and delivery of this
Amendment.


         4.     This Amendment shall be governed by and construed in accordance with
the laws of the State of New York. As expressly amended hereby, the Letter
Agreement is hereby ratified and confirmed and shall continue in full force and
effect.


         IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized officers as of the date first written above.



	 	 	 	 	 	 
	 	 	
ZIMMER HOLDINGS, INC.
	
	
	
	

	 	 	 	 	 	 
	
	
	
	

	 	 	
By:
	/s/
	 	James T. Crines
	 	 	 	 	

	 	 	 	 	 	James T. Crines
	
	
	
	

	 	 	
Title:
	 	Vice President & Controller
	 	 	 	

	 	 	 	 	 	 
	
	
	
	

	 	 	
BANK OF AMERICA, N.A.	 
	
	
	
	

	 	 	 	 	 	 
	
	
	
	

	 	 	
By:
	/s/
	 	Philip S. Durand
	 	 	 	 	

	 	 	 	 	 	Philip S. Durand
	
	
	
	

	 	 	
Title:
	 	Principal
	 	 	 	





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