exv10w31



 








Exhibit 10.31




EXECUTION COPY





          AMENDMENT No. 1 dated as of April 15, 2005 (this “Amendment”),
to the Amended and Restated Credit Agreement dated as of March 31,
2005 (the “Credit Agreement”), among ZIMMER HOLDINGS, INC., a
Delaware corporation (the “Company”), ZIMMER, INC., a Delaware
corporation, ZIMMER K.K., a company organized under the laws of
Japan, ZIMMER LTD., a company organized under the laws of England and
Wales, ZIMMER SWITZERLAND HOLDINGS LTD., a company organized under
the laws of Switzerland, ZIMMER GMBH, a company organized under the
laws of Switzerland, ZIMMER INVESTMENT LUXEMBOURG S.C.A., a company
organized under the laws of Luxembourg (collectively, the
“Borrowers”), the Borrowing Subsidiaries (as defined therein), the
Subsidiary Guarantors (as defined therein), the lenders from time to
time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as
General Administrative Agent, JPMORGAN CHASE BANK, N.A., TOKYO
BRANCH, as Japanese Administrative Agent, and J.P. MORGAN EUROPE
LIMITED, as European Administrative Agent.




          A. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to
extend, credit to the Borrowers.




          B. The Borrowers have requested that the Credit Agreement be amended as set forth
herein.




          C. Capitalized terms used but not defined herein shall have the meanings assigned to
them in the Credit Agreement.




          Accordingly, in consideration of the mutual agreements herein contained and other good
and valuable consideration, the sufficiency and receipt of which are hereby acknowledged,
the parties hereto agree as follows:




          SECTION 1. Amendments to Credit Agreement. (a) The definition of the term
“Investment Grade Standing” set forth in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




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




          (b) The definition of the term “Pricing Grid” set forth in Section 1.01 of the
Credit Agreement is hereby amended by inserting the following sentence after the
words “on the date such change is announced by such Rating Agency.”:




          “If during the Interest Period of any Eurocurrency Borrowing with an Interest
Period commencing on April 4, 2005 the Company is rated by only one Rating Agency
and the Applicable Margin would therefore be decreased, then,









 



 


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solely with respect to each such Eurocurrency Borrowing, the Applicable Margin
shall not be decreased for the duration of each applicable Interest Period.”



          SECTION 2. Representations and Warranties. To induce the other parties hereto
to enter into this Amendment, the Company represents and warrants to each of the Lenders and
each of the Administrative Agents that, after giving effect to this Amendment, (a) the
representations and warranties set forth in the Credit Agreement are true and correct in all
material respects on and as of the Amendment Effective Date (as defined below) with
the same force and effect as though made on and as of the Amendment Effective Date, except
to the extent such representations and warranties expressly relate to an earlier date; and
(b) no Default has occurred and is continuing.



          SECTION 3. Effectiveness. This Amendment shall become effective as of
the date set forth above on the date (the “Amendment Effective Date”) on which the General
Administrative Agent shall have received counterparts of this Amendment that, when taken
together, bear the signatures of the Borrowers and the Required Lenders.



          SECTION
4. Effect of Amendment. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of,
or otherwise affect the rights and remedies of the Lenders, the Administrative Agents or the
Borrowers under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of which are
ratified and affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document in similar or
different circumstances. This Amendment shall apply and be effective only with respect to
the provisions of the Credit Agreement specifically referred to herein. After the date
hereof, any reference to the Credit Agreement shall mean the Credit Agreement as modified
hereby.



          SECTION 5. Expenses. The Company agrees to reimburse the General Administrative
Agent for all reasonable out-of-pocket expenses incurred in connection with this Amendment
in accordance with the Credit Agreement, including the reasonable fees, disbursements and
other charges of Cravath, Swaine & Moore LLP.



          SECTION 6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when taken
together shall constitute but one contract, and shall become effective as provided in
Section 3 of this Amendment. Delivery of an executed counterpart of a signature page of this
Amendment by facsimile or electronic transmission shall be as effective as delivery of a
manually executed counterpart hereof.



          SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          SECTION 8. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.









 



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



	 	 	 	 	 	 	 
	 	 	ZIMMER HOLDINGS, INC.,
	 
	 	 	 	 	 	 
	 

	 	 	 	by:
	 	/s/ SAM R. LENO
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Sam R. Leno
	 

	 	 	 	 	 	EVP, Corp. Finance & Operations & CFO
	 
	 	 	 	 	 	 
	 	 	ZIMMER, INC.,
	 
	 	 	 	 	 	 
	 

	 	 	 	by:
	 	/s/ SAM R. LENO
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Sam R. Leno
	 

	 	 	 	 	 	Vice President
	 
	 	 	 	 	 	 
	 	 	ZIMMER K.K.,
	 
	 	 	 	 	 	 
	 

	 	 	 	by:
	 	/s/ JAMES T. CRINES
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	James T. Crines
	 

	 	 	 	 	 	Director
	 
	 	 	 	 	 	 
	 	 	ZIMMER LTD.,
	 
	 	 	 	 	 	 
	 

	 	 	 	by:
	 	/s/ M. HUMPHRIS
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	M. Humphris
	 

	 	 	 	 	 	Director
	 
	 	 	 	 	 	 
	 	 	ZIMMER SWITZERLAND HOLDINGS LTD.,
	 
	 	 	 	 	 	 
	 

	 	 	 	by:
	 	/s/ J. RAYMOND ELLIOTT
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	J. Raymond Elliott

President of the Board of Directors
	 
	 	 	 	 	 	 
	 	 	ZIMMER INVESTMENT LUXEMBOURG S.C.A.,
	 
	 	 	 	 	 	 
	 

	 	 	 	by:
	 	/s/ LORENZATO PATRICK
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Lorenzato Patrick
	 

	 	 	 	 	 	Manager of Zimmer Luxembourg II SARL












 



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	 	 	ZIMMER GMBH,
	 
	 	 	 	 	 	 
	 

	 	 	 	by:
	 	/s/ R. FRITSCHI
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	R. Fritschi
	 

	 	 	 	 	 	President