Exhibit 4.22  EXECUTION COPY  U.S. $635,000,000   FACILITY AGREEMENT  dated  October 29, 2002  for  CENTERPULSE ORTHOPEDICS INC.  arranged by  UBS WARBURG LTD.  as Arranger  with  UBS AG, STAMFORD BRANCH  acting as  Facility Agent  and  UBS AG, STAMFORD BRANCH  acting as  Security Agent  
   CONTENTS  CLAUSESECTION 1
  
  1INTERPRETATION
  
  11.  Definitions and Interpretation
  
  1SECTION 2
  
  24THE
  FACILITIES
  
  242.  The Facilities
  
  243.  Purpose
  
  244.  Conditions of Utilisation
  
  25SECTION 3
  
  26UTILISATION
  
  265.  Utilisation
  
  26SECTION 4
  
  28REPAYMENT, PREPAYMENT AND
  CANCELLATION
  
  286.  Repayment
  
  287.  Prepayment and Cancellation
  
  28SECTION 5
  
  34COSTS
  OF UTILISATION
  
  348.  Interest
  
  349.  Interest Periods
  
  3510.  Changes to the calculation of interest
  
  3611.  Fees
  
  37SECTION 6
  
  38ADDITIONAL PAYMENT
  OBLIGATIONS
  
  3812.  Tax gross up and indemnities
  
  3813.  Increased costs
  
  4114.  Other indemnities
  
  4215.  Mitigation by the Lenders
  
  4416.  Costs and expenses
  
  44SECTION 7
  
  46GUARANTEE
  
  4617.  Guarantee and indemnity
  
  46  
   SECTION 8
  51REPRESENTATIONS, UNDERTAKINGS
  AND EVENTS OF DEFAULT
  5118.  Representations
  5119.  Information undertakings
  5820.  Financial covenants
  6221.  General undertakings
  6822.  Events of Default
  80SECTION 9
  85CHANGES
  TO PARTIES
  8523.  Changes to the Lenders
  8524.  Changes to the Obligors
  88SECTION 10
  89THE
  FINANCE PARTIES
  8925.  Role of the Agents and the Arranger
  8926.  Conduct of business by the Finance Parties
  9427.  Sharing among the Finance Parties
  95SECTION 11
  97ADMINISTRATION
  9728.  Payment mechanics
  9729.  Set-off
  9930.  Notices
  9931.  Calculations and certificates
  10132.  Partial invalidity
  10133.  Remedies and waivers
  10134.  Amendments and waivers
  10235.  Replacement of a lender
  10236.  Counterparts
  104SECTION 12
  105GOVERNING LAW AND
  ENFORCEMENT
  10537.  Governing law
  10538.  Enforcement
  105SCHEDULE 1 THE ORIGINAL
  PARTIES
  106SCHEDULE 2  CONDITIONS PRECEDENT
  109SCHEDULE
  3  REQUESTS
  122SCHEDULE 4  MANDATORY COST FORMULA
  125SCHEDULE 5  FORM OF TRANSFER CERTIFICATES
  128SCHEDULE 6  FORM OF ACCESSION LETTER
  134SCHEDULE 7  FORM OF RESIGNATION LETTER
  135  
   SCHEDULE 8  FORM OF COMPLIANCE CERTIFICATE OF COMPANY
  136SCHEDULE 9  EXISTING SECURITY
  138SCHEDULE 10  LMA FORM OF CONFIDENTIALITY UNDERTAKING
  142SCHEDULE 11  TIMETABLES
  147SCHEDULE 12  ENVIRONMENTAL WARRANTIES
  148SCHEDULE 13  OWNERSHIP OF PROPERTIES
  149SCHEDULE 14  MATERIAL SUBSIDIARIES
  152SCHEDULE 15  EXISTING FINANCIAL INDEBTEDNESS
  153SCHEDULE 16  CAPITAL STRUCTURE
  160SCHEDULE 17  EXISTING INVESTMENTS
  162SCHEDULE 18  MORTGAGED PROPERTY
  163  
   THIS AGREEMENTis dated October 29, 2002 and made between:  (1)CENTERPULSE
LTD, a company incorporated in Switzerland (the Company);  (2)CENTERPULSE
ORTHOPEDICS INC., a company incorporated in the
State of Delaware (the Borrower);  (3)THE
SUBSIDIARIES of the Company listed in Part I of
Schedule 1 (The
Original Parties) as original guarantors (together with the Company
the Original
Guarantors);  (4)UBS
WARBURG LTD.(the Arranger);  (5)THE
FINANCIAL INSTITUTIONS listed in Part II and Part
III of Schedule 1 (The Original Parties) as lenders (the Original
Lenders);  (6)UBS
AG, STAMFORD BRANCH in its capacity as the Facility
Agent (the Facility Agent); and  (7)UBS
AG, STAMFORD BRANCH in its capacity as the Security
Agent (the Security Agent).   IT IS AGREED as follows:  SECTION 1 INTERPRETATION  1.DEFINITIONS AND INTERPRETATION  1.1Definitions In this
Agreement:  Accession
Letter means a document substantially in the form set out in
Schedule 6 (Form
of Accession Letter).  Additional
Cost Rate has the meaning given to it in Schedule 4 (Mandatory
Cost Formula).  Additional
Guarantor means a company which becomes an Additional Guarantor in
accordance with Clause 24 (Changes to the Obligors).  Affiliate
of any person means any other person which, directly or indirectly, controls,
is controlled by or is under common control with such person (excluding any
trustee under, or any committee with responsibility for administering, any
Plan).  A person shall be deemed to be
controlled by any other person if such other person possesses, directly or
indirectly, power:  (a)to vote 10% or more if used in reference to any person in the Group
or more than 50% if in reference to any other person of the securities (on a
fully  1 
   diluted basis) having ordinary voting power
for the election of directors or managing general partners; or  (b)to direct or cause the direction of the management and policies of
such person whether by contract or otherwise.  Agents
means the Facility Agent and the Security Agent and Agent means either of
them.  ALTA
means the American Land Title Association.  Authorisation
means an authorisation, consent, approval, resolution, licence, exemption,
filing, notarisation or registration.  Availability
Period means the period from October 28, 2002 to November 4, 2002
or such earlier date on which the Facilities have been cancelled in full.  Borrower
Business Day means a day (other than a Saturday or Sunday) on which
banks are open for general business in Zurich, London and New York City.  Break Costs
means the amount (if any) by which:  (a)the interest which a Lender should have received for the period from
the date of receipt of all or any part of its participation in a Loan or Unpaid
Sum to the last day of the current Interest Period in respect of that Loan or
Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the
last day of that Interest Period;  exceeds:  (b)the amount which that Lender would be able to obtain by placing an
amount equal to the principal amount or Unpaid Sum received by it on deposit
with a leading bank in the Relevant Interbank Market for a period starting on
the Business Day following receipt or recovery and ending on the last day of
the current Interest Period.  Business Day
means a day (other than a Saturday or Sunday) on which banks are open for
general business in London and New York City and, if a payment is due in euro,
which is a TARGET Day.  Capital
Lease Obligations means all monetary or financial obligations of
the Company and its Subsidiaries under any leasing or similar arrangement
conveying the right to use real or personal property, or a combination thereof,
which, in accordance with IAS, would or should be classified and accounted for
as capital leases, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with IAS and the stated maturity
thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date on which such lease may be terminated
by the lessee without payment of a penalty.  2 
   Cash
Collateral Account means a bank account opened by the Facility
Agent in the name of an Obligor designated by the Facility Agent which is
secured in favour of the Finance Parties by a Security Document and in the case
of a Cash Collateral Account located in the United States of America, maintained
in accordance with the U.S. Security Agreement.  CCI
means the US$300,000,000 convertible callable instrument referred to in the
Settlement.  CERCLA
means the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended.  CERCLIS
means the Comprehensive Environmental Response, Compensation and Liability
Information System List.  Change of
Control means (a) the acquisition of ownership, directly or
indirectly (including, without limitation, through the issuance, sale or
exchange of Equity Interests, a merger or consolidation or otherwise),
beneficially or of record, by any person or group (within the meaning of the
Exchange Act and the rules of the SEC thereunder as in effect on the Effective
Date) of Equity Interests representing more than 35% of either the aggregate
ordinary voting power or the aggregate equity value represented by the issued
and outstanding Equity Interests in the Company; (b) occupation of a majority
of the seats (other than vacant seats) on the board of directors of the Company
by persons who were neither (i) nominated by the board of directors of the
Company or (ii) appointed by directors so nominated.  Code
means the U.S. Internal Revenue Code of 1986 and the regulations promulgated
thereunder.  Commitment
Letter means a commitment letter dated September 13, 2002, between
UBS Warburg Ltd., UBS AG, the Company and the Borrower.  Commitments means the Tranche A Dollar
Commitments, the Tranche A Euro Commitments, the Tranche B Dollar Commitments
or the Tranche B Euro Commitments and where the context so admits or requires,
includes each of them.  Compliance
Certificate means a certificate substantially in the form set out
in Schedule 8 (Form of Compliance Certificate).  Confidentiality
Undertaking means a confidentiality undertaking substantially in a
recommended form of the LMA as set out in Schedule 10 (LMA Form of Confidentiality Undertaking)
or in any other form agreed between the Company and the Facility Agent.  Current
Material Litigation means the litigation proceedings described in
the letter from the Company delivered to the Facility Agent prior to the date
of this Agreement.  Default
means an Event of Default or any event or circumstance specified in Clause 22 (Events of
Default) which would (with the expiry of a grace period, the  3 
   giving of
notice, the making of any determination or any combination of any of the
foregoing) be an Event of Default.  Disposal
means a sale, transfer or other disposal (including by way of lease or loan) by
a person of all or part of its assets, whether by one transaction or a series
of transactions and whether at the same time or over a period of time.  Disposal
Proceeds means, in respect of a Disposal by the Company or a
Subsidiary, the gross proceeds received by the Company or a Subsidiary after
the date of this Agreement for that Disposal less all Taxes, costs and expenses
directly incurred in respect of that Disposal (to the extent such Taxes result
in a cash payment in the year of such Disposal).  Dollar
Facilities means the Tranche A Dollar Facility and the Tranche B
Dollar Facility.  Environment
means ambient air, surface water and groundwater (including potable water,
navigable water and wetlands), the land surface or subsurface strata, natural
resources such as flora and fauna.  Environmental
Claim means any written accusation, allegation, notice of
violation, claim, demand, order, directive, cost recovery action or other cause
of action by, or on behalf of, any Governmental Authority or any other person
for damages, injunctive or equitable relief, personal injury (including
sickness, disease or death), Remedial Action costs, property damage, natural
resource damages, or for fines, penalties or restrictions, resulting from or
based upon: (a) the existence, or the continuation of the existence, of a
Release (including sudden or non-sudden, accidental or non-accidental
Releases); (b) exposure to any Hazardous Material; (c) the presence,
use, handling, transportation, storage, treatment or disposal of any Hazardous
Material; or (d) the violation or alleged violation of any Environmental
Law or Environmental Permit.  Environmental
Lawsmeans any and all applicable treaties, laws (including common
law), rules, regulations, codes, ordinances, orders, decrees, judgements,
injunctions or binding agreements issued, promulgated or entered into by any
Governmental Authority, relating in any way to the Environment, preservation or
reclamation of natural resources, the management, Release or threatened Release
of, or exposure to, any Hazardous Material.  Environmental
Liability means any liability, (including, but not limited to, any
liability for damages, natural resource damage, costs of environmental
remediation, administrative oversight costs, fines, penalties or indemnities),
of any member of the Group directly or indirectly resulting from or based upon
(a) the existence, or the continuation of the existence, of a Release
(including sudden or non-sudden, accidental or non-accidental Releases); (b)
exposure to any Hazardous Material; (c) the presence, use, handling,
transportation, storage, treatment or disposal of any Hazardous Material; or
(d) the violation or alleged violation of any Environmental Law or
Environmental Permit.  4 
   Environmental
Permit means any permit, approval, authorization, certificate,
license, variance, filing, permission or variance required by or from any
Governmental Authority pursuant to any Environmental Law.  Equity
Interests means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a person.  Equity
Rights means all securities convertible or exchangeable for Equity
Interests and all warrants, options or other rights to purchase or subscribe
for any Equity Interests, whether or not presently convertible, exchangeable or
exercisable.  ERISA
means the Employee Retirement Income Security Act of 1974 and the regulations
promulgated thereunder.  ERISA
Affiliate, at any time, means any trade or business (whether or not
incorporated) that would, at the time, be treated together with any member of
the Group as a single employer under Section 414 of the Code.  ERISA Event
means (a) any reportable event as defined in Section 4043 of ERISA or the
regulations issued thereunder, with respect to a Pension Plan (other than an
event for which the 30-day notice period is waived by regulation); (b) the
existence with respect to any Pension Plan of an accumulated funding
deficiency (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (b) the failure to make by its due date a required
instalment under Section 412(m) of the Code with respect to any Pension Plan;
(c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of
ERISA of an application for a waiver of the minimum funding standard with
respect to any Pension Plan; (d) the incurrence by any member of the Group or
ERISA Affiliate of any liability (other than premiums to the Pension Benefit
Guarantee Corporation) under Title IV of ERISA with respect to any Pension
Plan; (e) the filing by any member of the Group or any ERISA Affiliate of a
notice of intent to terminate a Pension Plan other than in a standard
termination within the meaning of Section 4041 of ERISA or the treatment of a
Pension Plan amendment as a distress termination under Section 4041 of ERISA;
(f) the receipt by any member of the Group or ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to
terminate any Pension Plan, to appoint a trustee to administer any Pension
Plan, or to take any other action with respect to a Pension Plan that could
result in liability under Title IV of ERISA to a member of the Group or a
Subsidiary, or the occurrence of any event or condition which could reasonably
be expected to constitute grounds under ERISA for the termination of or the
appointment of a trustee to administer, any Pension Plan; (g) the incurrence by
any member of the Group or ERISA Affiliate of any liability with respect to the
withdrawal or partial withdrawal under Title IV of ERISA from any Pension Plan
or Multiemployer Plan; (h) the receipt by a member of the Group or ERISA
Affiliate of any notice concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA; (i) the making of
any amendment to any Pension Plan which could result in the imposition of a
lien or the posting of a bond or other security; or (j) the occurrence of a  5 
   nonexempt
prohibited transaction (within the meaning of Section 4975 of the Code or
Section 406 of ERISA) which could result in liability to a member of the Group.  Euro
Facilities means the Tranche A Euro Facility and the Tranche B Euro
Facility.  Event of
Default means any event or circumstance specified as such in
Clause 22 (Events of Default).  Excess Cash
Flow has the meaning given to it in Clause 20 (Financial Covenants).  Excluded
Proceeds means the proceeds described as such in the letter referred
to in the definition of Proposed Disposals.  Facilities
means the Tranche A Dollar Facility, the Tranche A Euro Facility, the Tranche B
Dollar Facility, the Tranche B Euro Facility and, where the context so admits
or requires, includes each of them as described and Facility means any of
them.  Facility
Documents means this Agreement, the Commitment Letter, the Security
Documents, any Fee Letter, any Accession Letter, any Resignation Letter, the
Security Agency Agreement and any other document designated as such by an Agent
and the Company.  Facility
Office means the office or offices notified by a Lender to the
Facility Agent in writing on or before the date it becomes a Lender (or,
following that date, by not less than five Business Days written notice) as
the office or offices through which it will perform its obligations under this
Agreement.  Fee Letter
means a letter setting out any of the fees referred to in Clause 11 (Fees).  Final
Maturity Date means the fifth anniversary of the Utilisation Date.  Finance
Documents means the Facility Documents, any Working Capital
Facility Agreement and any Hedging Agreement.  Finance
Party means the Agents, the Arranger, a Lender, a Hedge
Counterparty and a Working Capital Provider.  Financial Indebtedness means, without
duplication, any indebtedness for or in respect of:  (a)moneys borrowed;  (b)any amount raised by acceptance under any acceptance credit
facility;  (c)any amount raised pursuant to any note purchase facility or the
issue of bonds, notes, debentures, loan stock or any similar instrument;  6 
   (d)the amount of any liability in respect of any lease or hire purchase
contract which would, in accordance with IAS, be treated as a finance or
capital lease;  (e)receivables sold or discounted (other than any receivables to the
extent they are sold on a non-recourse basis);  (f)any amount raised under any other transaction (including any forward
sale, or purchase agreement, any supply of goods or services which is more than
30 days past the expiry of the period customarily allowed by the relevant
supplier or any sale and leaseback or repurchase) having the commercial effect
of a borrowing;  (g)any derivative transaction entered into in connection with
protection against or benefit from fluctuation in any rate or price (and, when
calculating the value of any derivative transaction, only the marked to market
value shall be taken into account);  (h)any counter-indemnity obligation in respect of a guarantee,
indemnity, bond, standby or documentary letter of credit or any other
instrument issued by a bank or financial institution; and  (i)the amount of any liability in respect of any guarantee or indemnity
or similar insurance against financial loss for any of the items referred to in
paragraphs (a) to (h) above.  Fiscal Year
means any period of twelve consecutive calendar months ending on
December 31; references to a Fiscal Year with a number corresponding to
any calendar year (e.g., the 2002 Fiscal Year) refer to the Fiscal Year
ending on December 31 occurring during such calendar year.  Foreign Plan
means any employee benefit plan, program, policy, arrangement or agreement
maintained or contributed to by, or entered into with, a member of the Group or
with respect to which such entities may have liability, with respect to
employees employed outside the United States.  GAAP
means generally accepted accounting principles in the United States of America.  Group
means the Company and its Subsidiaries for the time being.  Governmental
Authority means any government, Federal, State, court or
governmental agency, authority, instrumentality or regulatory body of any
country.  Guarantee
of or by any person (the guarantor) means any obligation, contingent
or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any indebtedness or other obligation of any other person (the primary
obligor) in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation or to purchase (or to advance or supply
funds for the purchase of) any security for the  7 
   payment
thereof, (b) to purchase or lease property, securities or services for the
purpose of assuring the owner of such Indebtedness or other obligation of the
payment thereof (including pursuant to a synthetic lease), (c) to
maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account
party in respect of any letter of credit or letter of guaranty issued to
support such Indebtedness or obligation; provided that the term Guarantee
shall not include endorsements for collection or deposit in the ordinary course
of business.  The amount of the obligation
under any Guarantee shall be deemed to be the lower of (a) an amount equal
to the stated or determinable amount of the primary obligation in respect of
which such Guarantee is made (including principal, interest and fees) and
(b) the maximum amount for which such guarantor may be liable pursuant to
the terms of the instrument embodying such Guarantee, unless such primary
obligation and the maximum amount for which such guarantor may be liable are
not stated or determinable, in which case the amount of the obligation under
such Guarantee shall be such guarantors maximum reasonably anticipated
liability in respect thereof as determined by the guarantor in good faith;
irrespective, in any such case, of any amount thereof that would, in accordance
with IAS, be required to be reflected on a balance sheet of such person.  Guarantor
means an Original Guarantor or an Additional Guarantor, unless it has ceased to
be a Guarantor in accordance with Clause 24 (Changes to the Obligors).  Hazardous
Materialsmeans all materials, substances or wastes
classified, characterised, regulated or subject to liability as hazardous,
toxic, pollutants, contaminants, or words of similar meaning under any
Environmental Law, including without limitation, crude oil, petroleum or
petroleum distillates, asbestos and polychlorinated biphenyls (PCBs).  Hedging
Agreements means any interest or currency hedging agreement on
terms (including any amendments thereto) satisfactory to the Facility Agent
entered into pursuant to Clause 21.11 (Hedging Arrangements) by the Borrower or
the Company.  Hedge
Counterparty means any Lender or Affiliate of a Lender which is a
party to a Hedging Agreement in that capacity.  Hedging
Policy means the Groups policy for dealing with foreign exchange
risk, dated February 10, 1999, as amended from time to time with the consent of
the Facility Agent for the sole purpose of hedging its interest rate or
currency risk exposure and for the avoidance of doubt not for speculative or
proprietary purposes.  IAS
means International Accounting Standards.  Information
Memorandum means the document in the form approved by the Company
concerning the Group which, at the Companys request and on its behalf, was
prepared in relation to this transaction and distributed by the Arranger to
selected financial institutions before the date of this Agreement.  8 
   Insurance
Proceeds means any insurance proceeds received by a member of the
Group in respect of the loss or destruction of, or damage to, an asset net of
any costs of making such claim.  Intercreditor
Agreement means an intercreditor agreement dated October 28, 2002
among the Security Agent, the United States of America acting through the Civil
Division of the United States Department of Justice on behalf of the Department
of Health and Human Services and the Borrower.  Interest
Period means, in relation to a Loan, each period determined in
accordance with Clause 9 (Interest Periods) and, in relation to an
Unpaid Sum, each period determined in accordance with Clause 8.3 (Default
interest).  Italian
Pledge means the agreement pursuant to which the Company pledges
all the shares of its wholly-owned Italian subsidiary, Sulzer Orthopedics
Italia S.p.A., as security for the obligations and liabilities of the Borrower
under the Finance Documents.  Lender means:  (a)any Original Lender; and  (b)any bank, financial institution, trust, fund or other entity which
has become a Party in accordance with Clause 23 (Changes to the Lenders),  which in each
case has not ceased to be a Party in accordance with the terms of this
Agreement.  LIBOR means, in relation to any Loan:  (a)the applicable Screen Rate; or  (b)(if no Screen Rate is available for dollars or euros as the case may
be for the Interest Period of that Loan) the arithmetic mean of the rates
(rounded upwards to four decimal places) as supplied to the Facility Agent at
its request quoted by the Reference Banks to leading banks in the London
interbank market,  as of the
Specified Time on the Quotation Day for the offering of deposits in dollars or
euros as the case may be and for a period comparable to the Interest Period for
that Loan.  Loan
means a Tranche A Dollar Loan, a Tranche A Euro Loan, a Tranche B Dollar Loan
or a Tranche B Euro Loan and Loans means each of them.  LMA
means the Loan Market Association.  Majority Lenders means:  (a)if there are no Loans then outstanding, a Lender or Lenders whose
Commitments aggregate more than 66 2/3% of the Total Commitments (or, if  9 
   the Total Commitments have been reduced to
zero, aggregated more than 66 2/3% of the Total Commitments immediately prior
to the reduction); or  (b)at any other time, a Lender or Lenders whose participations in the
Loans then outstanding aggregate more than 66 2/3% of all the Loans then
outstanding.  Mandatory
Cost means the percentage rate per annum calculated by the Facility
Agent in accordance with Schedule 4 (Mandatory Cost Formula).  Margin
means:  (a)with respect to the Tranche A Loans:  (i)  2.75 per cent. per annum for the period commencing on
the Utilisation Date and ending on the date falling six months thereafter,  (ii)  3.00 per cent. per annum for the period commencing on
the date immediately following the date falling six months after the
Utilisation Date and ending on the date falling 12 months after the Utilisation
Date,  (iii)  3.25 per cent. per annum for the period commencing on
the date immediately following the date falling 12 months after the Utilisation
Date and ending on the date falling 18 months after the Utilisation Date, and  (iv)  3.50
per cent. per annum for the period commencing on the date immediately following
the date falling 18 months after the Utilisation Date and ending on the Tranche
A Maturity Date.  (b)with respect to the Tranche B Loans, 3.50 per cent. per annum.  Material
Adverse Effect means a material adverse effect on:  (a)the ability of the Obligors (taken as a whole) to comply with  (i)their payment obligations under any Finance Document; or  (ii)any of their obligations under Clause 20 (Financial Covenants);  (b)the value or validity or enforceability of the security granted to
the Finance Parties pursuant to the Security Documents; or  (c)the business, financial condition, assets or prospects of the
Obligors taken as a whole.  Material
Contracts means  (a)any contract or other agreement, written or oral, entered into by
any member of the Group involving monetary liability of or to any such person
in an amount in excess of $5,000,000 (or the equivalent) per annum if such  10 
   contract or other agreement is not
replaceable within less than 30 days notice from one party to the other party
and shall be on reasonable terms; or  (b)any other contract or agreement, written or oral, of any member of
the Group, the failure to comply with which could reasonably be expected to
have a Material Adverse Effect.  Material
Subsidiary means the Borrower and each Subsidiary of the Company:  (a)whose EBITDA is equal to or greater than 5% of the EBITDA of the
Company, or  (b)whose revenues are equal to or greater than 5% of the revenues of
the Company, or  (c)whose total assets have a value equal to or greater than 5% of the
aggregate value of all assets owned by the Group (excluding intra-Group items),  and any other
Subsidiary nominated by the Company in writing to the Facility Agent provided
that members of the Group that are not Material Subsidiaries shall not at any
time, have in aggregate, EBITDA, revenues or total assets which exceed 10% of
the EBITDA, revenues or total assets of the Company.  For the
purposes of this definition:  (a)EBITDA means in respect of the Company, Consolidated EBITDA
(except that where a Subsidiary of a member of the Group which is fully
consolidated is less than 100% owned, only that portion of the EBITDA of that
Subsidiary that equals the percentage ownership of that Subsidiary by that
member of the Group will be included) as defined in Clause 20 (Financial
Covenants) and in respect of any Subsidiary, means Consolidated
EBITDA as so defined in that Clause but as if each reference in that definition
to the Company were a reference to that Subsidiary);  (b)the EBITDA, revenue or total assets of each member of the Group will
be determined from each of its financial statements (consolidated if it has
Subsidiaries, except that where a Subsidiary of a member of the Group which is
fully consolidated is less than 100% owned, only that portion of the EBITDA,
revenues and total assets of that Subsidiary that equals the percentage
ownership of that Subsidiary by that member of the Group will be included) upon
which the latest audited financial statements of the Group are based;  (c)if a Subsidiary of the Company becomes a member of the Group after
the date on which the latest audited financial statements of the Group have
been prepared, the EBITDA, revenue or total assets of that Subsidiary will be
determined from the latest audited financial statements of that Subsidiary; and  (d)the EBITDA, revenue and total assets of the Company will be
determined from its latest annual audited financial statements, adjusted to
reflect the  11 
   EBITDA, revenue and total assets of any
company or business subsequently acquired or disposed of.  If there is a
dispute as to whether a member of the Group is a Material Subsidiary a
certificate of the auditors of the Company will be, in the absence of manifest
error, conclusive.  Medicare
Security Agreement means the Medicare Security Agreement dated
April 24, 2002 by and among the Borrower and the United States of America.  Medicare
Settlement Agreement means the Settlement agreement dated April 24,
2002 by and among the Borrower and the United States of America.  Month
means a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month, except that:  (a)(subject to paragraph (c) below) if the numerically corresponding
day is not a Business Day, that period shall end on the next Business Day in
that calendar month in which that period is to end if there is one, or if there
is not, on the immediately preceding Business Day;  (b)if there is no numerically corresponding day in the calendar month
in which that period is to end, that period shall end on the last Business Day
in that calendar month; and  (c)if an Interest Period begins on the last Business Day of a calendar
month, that Interest Period shall end on the last Business Day in the calendar
month in which that Interest Period is to end.  The above
rules will only apply to the last Month of any period.  Moodys
means Moodys Investors Services Inc.  Mortgage
means a mortgage, deed of trust, assignment of leases and rents, leasehold
mortgage or other security document granting a Security on any Mortgaged
Property to secure the obligations of the Obligors under the Finance
Documents.  Each Mortgage shall be
reasonably satisfactory in form and substance to the Security Agent.  Mortgaged
Properties means those properties which are subject to Mortgages
and which are set forth in Schedule 19 (Mortgaged Property) and any other
properties which shall hereafter be subject to Mortgages.  Multiemployer
Plan means a multiemployer plan within the meaning of Section
4001(a)(3) of ERISA with respect to which any member of the Group or any ERISA
Affiliate could incur liability.  Obligor
means the Company, the Borrower or a Guarantor.  12 
   Operating Budget means, in relation to the
Group and in relation to each successive Fiscal Year:  (a)a projected balance sheet;  (b)a projected profit and loss account;  (c)a projected cash flow statement; and  (d)projected covenant calculations relating to each financial
undertaking contained in Clause 20 (Financial covenants),  relative to
each such period and on a quarterly basis and with managements commentary
drawing on the previous periods performance and with a brief statement
concerning market conditions.  Original
Financial Statements means:  (a)in relation to the Company, the audited consolidated financial
statements of the Group for the three financial years ended December 31, 2001;
and  (b)in relation to each Original Obligor other than the Company, its
audited financial statements for its financial year ended December 31, 2001 in
the form delivered to the Facility Agent prior to or, in the case of
Centerpulse Ibérica SA, after the date of this Agreement.  Original
Obligor means the Borrower or an Original Guarantor.  Participating
Member State means any member state of the European Communities
that adopts or has adopted the euro as its lawful currency in accordance with
legislation of the European Community relating to Economic and Monetary Union.  Party
means a party to this Agreement.  PBGC
means the Pension Benefit Guaranty Corporation or any entity succeeding to any
or all of its functions under ERISA.  Pension Plan
means a pension plan as such term is defined in Section 3(2) of ERISA, which
is subject to Section 302 or Title IV of ERISA (other than a Multiemployer
Plan) and to which any member of the Group or any ERISA Affiliate may have
liability, including any liability by reason of having been a substantial
employer within the meaning of Section 4063 of ERISA at any time during the
preceding five years, or by reason of being deemed to be a contributing sponsor
under Section 4069 of ERISA.  Permitted
Financial Indebtedness means any Financial Indebtedness:  (a)under any Finance Document;  (b)set out in Schedule 14 (Existing Financial Indebtedness);  13 
   (c)which is Subordinated Debt and the net proceeds of which are used to
prepay the Loans;  (d)existing at the date of this Agreement between members of the Group;  (e)owed by any member of the Group which is not an Unconditional
Obligor to an Unconditional Obligor, provided such Financial Indebtedness is
the subject of Security granted by that Unconditional Obligor in favour of the
Finance Parties;  (f)owed by an Unconditional Obligor to another member of the Group
which is not an Unconditional Obligor;  (g)under the Settlement and the Medicare Settlement Agreement;  (h)consistent with the Hedging Policy in an aggregate amount not
exceeding at any time $5,000,000 or under the Hedging Agreements;  (i)owed by an Unconditional Obligor to another Unconditional Obligor;  (j)owed between members of the Group which are not Guarantors;  (k)owed by members of the Group which are not Unconditional Obligors to
Unconditional Obligors in an aggregate principal amount not exceeding
$10,000,000;  (l)owed by a Guarantor which is not an Unconditional Obligor to another
Guarantor which is not an Unconditional Obligor;  (m)which is used to repay all amounts outstanding under the Facility
Documents; and  (n)in addition to the categories referred to in paragraphs (a) to (m)
above (inclusive) in an aggregate principal amount not exceeding $15,000,000
for the Group taken as a whole.  Permitted
Investments means:  (a)securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by the United States of America or an
agency thereof or Switzerland or any member state of the European Union from
time to time;  (b)certificates of deposit and eurodollar time deposits with maturities
of 365 days or less from the date of acquisition and overnight bank deposits of
any Lender or of any commercial bank having a rating of at least A-1 by S&P
or P-1 by Moodys;  (c)repurchase obligations of any Lender or of any commercial bank satisfying
the requirements of clause (b) of this definition having a term of not more
than 90 days with respect to securities issued or fully guaranteed by the
United States of America or an agency thereof;  14 
   (d)commercial paper of a domestic issuer rated at least A-1 by S&P
or P-1 by Moodys; or  (e)shares of money market mutual or similar funds which invest exclusively
in assets satisfying the requirements of clauses (a) through (d) of this
definition;  provided that,
in the case of any investment by a Non-U.S. Subsidiary, Permitted Investments
shall also include:  (i) direct
obligations of the sovereign nation (or an agency thereof) in which such
Non-U.S. Subsidiary is organized and is conducting business or in obligations
fully and unconditionally guaranteed by such sovereign nation (or an agency
thereof), (ii) investments of the type and maturity described in clauses
(a) through (d) above of foreign obligors, which investments or obligors (or
the parents of such obligors) have ratings described in such clauses or
equivalent ratings from comparable foreign rating agencies, and
(iii) shares of money market mutual or similar funds which invest
exclusively in assets otherwise satisfying the requirements of this definition
(including this proviso).  Permitted
Security means any Security permitted by paragraph (c) of Clause 21.18
(Negative
pledge).  Planmeans
any Pension Plan or Welfare Plan.  Prime Rate
means the rate of interest per annum publicly announced from time to time by
UBS AG, Stamford Branch as its prime rate for Dollars in effect at its
principal office in Stamford, Connecticut. 
The Prime Rate is not intended to be the lowest rate of interest charged
by a Lender in connection with extensions of credit to debtors.  Proposed
Disposals means the disposals set out in a letter from the Facility
Agent to the Company or on about the date of this Agreement.  Qualified
Survey means (a) a current title survey, of a Mortgaged Property
certified to the owner of such Mortgaged Property, the title company issuing
the Qualified Title Insurance Policy in respect of that Mortgaged Property and
the Facility Agent and their successors and assigns, or (b) an existing survey
of a Mortgaged Property, accompanied by a survey affidavit if such survey of a
Mortgaged Property and affidavit are sufficient to cause the relevant title
company to provide standard survey coverage, in any event in a form and
substance reasonably satisfactory to the Facility Agent.  Qualified
Title Insurance Policy means an ALTA (or, with respect to Mortgaged
Properties in the State of Texas, the Texas Land Title Association) extended
coverage mortgagees title insurance policy in form and substance reasonably
satisfactory to the Facility Agent.  Quotation
Day means, in relation to any period for which an interest rate is
to be determined, two Business Days before the first day of that period in
respect of the Dollar Facilities; and in respect of the Euro Facilities two
Business Days before the first day of that period, unless market practice
differs in the Relevant Interbank  15 
   Market in
which case the Quotation Day will be determined by the Facility Agent in
accordance with market practice in the Relevant Interbank Market (and if
quotations would normally be given by leading banks in the Relevant Interbank
Market on more than one day, the Quotation Day will be the last of those days).  Reference
Banks means in relation to LIBOR and Mandatory Cost the principal
London office of UBS AG, HSBC Bank plc and The Royal Bank of Scotland plc or
such other prime international banks as may be appointed by the Facility Agent
in consultation with the Company.  Register
has the meaning given to it in Clause 5.4 (Lenders participation).  Release
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposing, depositing, dispersing or
migrating of any Hazardous Material in, into, onto or through the Environment.  Relevant
Interbank Market means the London or New York interbank market.  Remedial Action
means (a) remedial action as such term is defined in CERCLA, 42 USC Section
9601(24), and (b) all other actions required by any Governmental Authority
or otherwise required by Environmental Law (i) clean up, remove, treat,
abate or otherwise take corrective action to address any Hazardous Material in
the Environment; (ii) prevent the Release or threat of Release, or
minimize the further Release of any Hazardous Material so it does not migrate
or endanger or threaten to endanger public health, welfare or the Environment;
or (iii) perform studies and investigations in connection with, or as a
precondition to, (i) or (ii) above.  Repeating
Representations means in the case of the repetition of the
representations on the Utilisation Date each of the representations set out in
Clause 18 (Representations)
and thereafter each of the representations set out in Clause 18.1 (Status),
18.9(a) (No
default), 18.12 (Pari passu ranking), 18.21 (Pension and
Welfare Plans), 18.22, (Environmental Warranties), 18.23 (Regulations
U and X) and 18.24 (Investment Company Act).  Resignation
Letter means a letter substantially in the form set out in Schedule
7 (Form
of Resignation Letter).  Restricted
Payment means any direct or indirect dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests or Equity Rights in any member of the Group, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Equity Interests or Equity Rights in any
member of the Group.  Rights Issue
means the capital increase by way of a rights offering (Kapitalerhöhung mit Bezugsangebot an die
bisherigen Aktionäre) for 1,822,408 newly issued shares of the
Company with a nominal value of CHF 30 each offered by the Company pursuant to
an offering circular dated September 29, 2002.  16 
   S&P
means Standard & Poors Rating Services, a division of The McGraw-Hill
Companies.  Screen Rate means the British Bankers
Association Interest Settlement Rate for dollars or euros for the relevant
period the percentage rate per annum determined by the Banking Federation of
the European Union for the relevant period, displayed on page 3750 of the
Telerate Reuters screen (or such other page as may replace such page on such
service for the purpose of displaying the rates at which dollar and/or euro
deposits are offered by leading banks in the London interbank deposit market).  Security
means a mortgage, charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar
effect.  Security Agency
Agreement means the Security Agency Agreement dated on or around
the date hereof entered into among the Finance Parties.  Security
Documents means the documents listed in Part I of Schedule 2 (Conditions
Precedent) under the heading Security Documents, and all Uniform
Commercial Code or other financing statements or instruments or agreements
which shall contain such provisions as shall be necessary to conform such
documents to applicable requirements of law, and any guarantee, pledge
agreement, security document or any other instrument utilized to pledge or
grant a lien or security interest executed after the date of this Agreement as
security for the obligations and liabilities of any Obligor under the Finance
Documents.  Selection
Notice means a notice substantially in the form set out in Part II
of Schedule 3 (Requests) given in accordance with Clause 9 (Interest
Periods).  Settlement
means the class action settlement agreement dated March 13, 2002.  Specified
Time means a time determined in accordance with Schedule 11 (Timetables).  Subordinated
Debt
means unsecured subordinated debt of a member of the Group that is expressly
subordinated to the obligations of the Obligors under the Finance Documents on
terms that are at least as restrictive to the holders thereof as the terms of
the subordination in the Intercreditor Agreement as in effect on the
Utilisation Date; provided that (a) the terms of such debt (i) do not provide
for any scheduled repayment, mandatory redemption (other than as a result of a
cross acceleration) or sinking fund obligation prior to one year after the
Final Maturity Date or prior to the date falling one year after repayment in
full of the Loans and (ii) do not restrict, limit or adversely affect the
ability of the Obligors to perform their obligations under any of the Finance
Documents and (b) the covenants, events of default and payment terms are no
more favourable to the holders of such debt as are customary for similar
offerings by issuers with credit ratings comparable to that of the Company and
are satisfactory to the Facility Agent.  Subsidiary
means, with respect to any person, (i) any corporation of which more than
50% of the outstanding capital stock having ordinary voting power to elect a  17 
   majority of
the board of directors of such corporation (irrespective of whether at the time
capital stock of any other class or classes of such corporation shall or might
have voting power upon the occurrence of any contingency) is at the time
directly or indirectly owned by such person, by such person and one or more
other Subsidiaries of such person, or by one or more other Subsidiaries of such
person; (ii) any partnership of which more than 50% of the outstanding partnership
interests having the power to act as a general partner of such partnership
(irrespective of whether at the time any partnership interests other than
general partnership interests of such partnership shall or might have voting
power upon the occurrence of any contingency) are at the time directly or
indirectly owned by such person, by such person and one or more other
Subsidiaries of such person, or by one or more other Subsidiaries of such
person; or (iii) any other legal entity the accounts of which would or
should be consolidated with those of such person on a consolidated balance
sheet of such person prepared in accordance with IAS.  Unless otherwise indicated, when used in this Agreement, the term
Subsidiary shall refer to a Subsidiary of the Company.  TARGET
means Trans-European Automated Real-time Gross Settlement Express Transfer
payment system.  TARGET Day
means any day on which TARGET is open for the settlement of payments in euro.  Tax
means any tax, levy, impost, duty or other charge or withholding of a similar
nature (including any penalty or interest payable in connection with any
failure to pay or any delay in paying any of the same).  Total
Commitments means the aggregate of the Commitments.  Tranche A
Dollar Commitments means:  (a)in relation to an Original Lender, the amount set opposite its name
under the heading Tranche A Dollar Commitments in Part II of Schedule 1 (The
Original Parties) and the amount of any other Tranche A Dollar
Commitments transferred to it under the Agreement; and  (b)in relation to any other Lender, the amount of any Tranche A Dollar
Commitments transferred to it under this Agreement;  to the extent
not cancelled, reduced or transferred by it under this Agreement.  Tranche A
Dollar Facility means the $91,352,100 term loan facility made
available under this Agreement as described in Clause 2 (The Facilities).  Tranche A
Dollar Loan means the principal amount outstanding for the time
being of a loan made under the Tranche A Dollar Facility.  Tranche A
Euro Commitments means:  (a)in relation to an Original Lender, the amount set opposite its name
under the heading Tranche A Euro Commitments in Part II of Schedule 1 (The  18 
   Original Parties) and the
amount of any other Tranche A Euro Commitments transferred to it under this
Agreement; and  (b)in relation to any other Lender, the amount of any Tranche A Euro
Commitments transferred to it under this Agreement,  to the extent
not cancelled, reduced or transferred by it under this Agreement.  Tranche A
Euro Facility means the 163,000,000 term loan facility made
available under this Agreement as described in Clause 2 (The Facilities).  Tranche A
Euro Loan means the principal amount outstanding for the time being
of a loan made under the Tranche A Euro Facility.  Tranche A
Facilities means the Tranche A Dollar Facility and the Tranche A
Euro Facility.  Tranche A Loans means the Tranche A Dollar
Loan and the Tranche A Euro Loan.  Tranche A Maturity Date means the second
anniversary of the Utilisation Date.  Tranche B
Dollar Commitments means:  (a)in relation to an Original Lender, the amount set opposite its name
under the heading Tranche B Dollar Commitments in Part II of Schedule 1 (The Original
Parties) and the amount of any other Tranche B Dollar Commitments
transferred to it under the Agreement; and  (b)in relation to any other Lender, the amount of any Tranche B Dollar
Commitments transferred to it under this Agreement;  to the extent not cancelled, reduced or
transferred by it under this Agreement.  Tranche B
Dollar Facility means the $275,990,400 term loan facility made
available under this Agreement as described in Clause 2 (The Facilities).  Tranche B
Dollar Loan means the principal amount outstanding for the time
being of a loan made under the Tranche B Dollar Facility.  Tranche B Euro Commitments means:  (a)in relation to an Original Lender, the amount set opposite its name
under the heading Tranche B Euro Commitments in Part II of Schedule 1 (The Original
Parties) and the amount of any other Tranche B Euro Commitments
transferred to it under this Agreement; and  (b)in relation to any other Lender, the amount of any Tranche B Euro
Commitments transferred to it under this Agreement,  to the extent
not cancelled, reduced or transferred by it under this Agreement.  19 
   Tranche B
Euro Facility means 112,000,000 term loan facility made available
under this Agreement as described in Clause 2 (The Facilities).  Tranche B
Euro Loan means the principal amount outstanding for the time being
of a loan made under the Tranche B Euro Facility.  Tranche B
Loans means the Tranche B Dollar Loan and the Tranche B Euro Loan.  Tranche B
Facilities means the Tranche B Dollar Facility and the Tranche B
Euro Facility  Transfer
Certificate means a certificate substantially in one of the forms
set out in Schedule 5 (Form of Transfer Certificates) or any
other form agreed between the Facility Agent and the Company.  Transfer
Date means, in relation to a transfer, the later of:  (a)the proposed Transfer Date specified in the Transfer Certificate;
and  (b)the date on which the Facility Agent executes the Transfer
Certificate.  Unconditional
Obligor means the Borrower and any Obligor whose obligations
hereunder are not the subject of any material legal limitation or restriction
being on the date hereof Sulzer Carbomedics Inc, Centerpulse Orthopedics Inc.,
Centerpulse Spine-Tech Inc., Centerpulse Dental Inc., Centerpulse USA Holding
Co., Centerpulse USA Inc., Centerpulse Ltd and Centerpulse (UK) Ltd.  Uniform
Commercial Code shall mean the Uniform Commercial Code as in effect
in the applicable state or jurisdiction of the United States of America.  Unpaid Sum
means any sum due and payable but unpaid by an Obligor under the Facility
Documents.  Utilisation
means the utilisation of the Facilities.  Utilisation
Date means the date of the Utilisation, being the date on which the
Loans are to be made.  Utilisation
Request means the notice substantially in the form set out in Part
I of Schedule 3 (Requests).  U.S. Commodity Account Control Agreement
has the meaning assigned to such term in the U.S. Security Agreement.  U.S. Deposit
Account Control Agreement has the meaning assigned to such term in
the U.S. Security Agreement.  U.S.
Intellectual Property Agreements has the meaning given to such term
in the U.S. Security Agreement.  20 
   U.S. Securities Account Control Agreement
has the meaning assigned to such term in the U.S. Security Agreement.  U.S.
Security Agreement means the U.S. Security Agreement dated as of
the date hereof entered into among the Company, the Borrower, certain
Subsidiaries specified therein and the Security Agent on behalf of the Secured
Parties (as defined therein).  U.S. Security Documents means the U.S.
Security Agreement, the U.S. Intellectual Property Agreements, each U.S.
Securities Account Control Agreement, each U.S. Deposit Account Control
Agreement, each U.S. Issuer Control Agreement and all Uniform Commercial Code
or other financing statements or filings or instruments or agreements which
shall contain such provisions as shall be necessary to conform such documents
to applicable requirements of law and U.S. Security Agreement requirements, and
which may be necessary or applicable to establish, perfect, maintain or ensure
the first priority nature of the security interests granted under the U.S. Security
Agreement.  VAT
means value added tax as provided for in the Value Added Tax Act 1994 and any
other tax of a similar nature.  Welfare Plan
means a welfare plan as such term is defined in Section 3(1) of ERISA, that
is maintained or contributed to by any member of the Group or with respect to
which any member of the Group could incur liability.  Withdrawal
Liability has the meaning given to such term under Part I of
Subtitle E of Title IV of ERISA.  Working
Capital Facilities means working capital facilities which:  (a)in aggregate do not exceed $58,300,000 (or the equivalent amount in
other currencies), or any increase in such amount arising only as a result of
fluctuations in the value of currencies (other than the Dollar) in which the
relevant facility is denominated after the later of the date of this Agreement
and the date on which that facility was first provided;  (b)are made available only to members of the Group which are Obligors
or whose obligations are guaranteed by an Obligor; and  (c)accrue interest at a rate no higher than 3.5% plus LIBOR.  Working
Capital Facility Agreement means any agreement as may be approved
in writing by the Facility Agent relating to the Working Capital Facilities.  Working
Capital Providers means Bayerische Hypo-und Vereinsbank AG and any
Lenders approved by the Facility Agent which have provided Working Capital
Facilities in their capacity as lenders under such Working Capital Facilities.  1.2Construction  (a)Unless a contrary indication appears, any reference in this
Agreement to:  21 
   (i)an Agent, the Arranger, any Finance Party, any Lender,
any Obligor
or any Party
shall be construed so as to include its successors in title, permitted assigns
and permitted transferees;  (ii)assets includes present and future properties, revenues and
rights of every description;  (iii)Dollars, dollars or $ is a reference to the
lawful currency of the United States of America;  (iv)Euros, euros or  is a reference to the
single currency of the Participating Member States;  (v)a Finance Document or any other agreement or instrument is a
reference to that Finance Document or other agreement or instrument as amended
or novated;  (vi)including means including without limitation except when
used in the computation of time periods;  (vii)indebtedness includes any obligation (whether incurred as
principal or as surety) for the payment or repayment of money, whether present
or future, actual or contingent;  (viii)litigation includes a reference to any litigation,
arbitration or administrative proceedings of or before any court, arbitral body
or agency;  (ix)a person includes any person, firm, company, corporation,
government, state or agency of a state or any association, trust or partnership
(whether or not having separate legal personality) or two or more of the
foregoing;  (x)a regulation includes any regulation, rule, official directive,
request or guideline (whether or not having the force of law) of any
governmental, intergovernmental or supranational body, agency, department or
regulatory, self-regulatory or other authority or organisation;  (xi)a provision of law is a reference to that provision as amended or
re-enacted; and  (xii)a time of day is a reference to London time.  (b)Section, Clause and Schedule headings are for ease of reference
only.  (c)Unless a contrary indication appears, a term used in any other
Finance Document or in any notice given under or in connection with any Finance
Document has the same meaning in that Finance Document or notice as in this
Agreement.  (d)A Default is continuing if it has not been remedied or
waived.  22 
   1.3Third party rights  (a)Unless expressly provided to the contrary in a Finance Document, a
person who is not a Party has no right under the Contracts (Rights of Third
Parties) Act 1999 (the Third Parties Act) to enforce or to enjoy
the benefit of any term of this Agreement.  (b)Notwithstanding any term of any Finance Document, the consent of any
person who is not a Party is not required to rescind or vary this Agreement at
any time.  23 
   SECTION 2  THE FACILITIES  2.THE FACILITIES  2.1Tranche A Dollar Facility Subject to the
terms of this Agreement, the Lenders having a Tranche A Dollar Commitment agree
to make available to the Borrower a dollar term loan facility in an aggregate
amount equal to the aggregate of the Tranche A Dollar Commitments.  2.2Tranche A Euro Facility Subject to the
terms of this Agreement, the Lenders having a Tranche A Euro Commitment agree
to make available to the Borrower, a euro term loan facility in an aggregate
amount equal to the aggregate of the Tranche A Euro Commitments.  2.3Tranche B Dollar Facility Subject to the
terms of this Agreement, the Lenders having a Tranche B Dollar Commitment agree
to make available to the Borrower, a dollar term loan facility in an aggregate
amount equal to the aggregate of the Tranche B Dollar Commitments.  2.4Tranche B Euro Facility Subject to the
terms of this Agreement, the Lenders having a Tranche B Euro Commitment agree
to make available to the Borrower, a Euro term loan facility in an aggregate
amount equal to the aggregate of the Tranche B Euro Commitments.  2.5Finance Parties rights and obligations (a)The obligations of each Finance Party under the Finance Documents
are several.  Failure by a Finance Party
to perform its obligations under the Finance Documents does not affect the
obligations of any other Party under the Finance Documents.  No Finance Party is responsible for the
obligations of any other Finance Party under the Finance Documents.  (b)The rights of each Finance Party under or in connection with the
Finance Documents are separate and independent rights and any debt arising
under the Finance Documents to a Finance Party from an Obligor shall be a
separate and independent debt.  (c)A Finance Party may, except as otherwise stated in the Finance
Documents, separately enforce its rights under the Finance Documents.  3.PURPOSE  3.1Purpose The Borrower
shall apply all amounts borrowed by it under the Facilities towards:  (a)first the cash portion and the CCI component of the Settlement plus agreed
fees and expenses; and  (b)secondly, funding other general corporate expenses including,
without limitation, working capital requirements.  24 
   3.2Monitoring No Finance
Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.  4.CONDITIONS OF UTILISATION  4.1Initial conditions precedent The Company
may not deliver the Utilisation Request unless the Facility Agent has received
all of the documents and other evidence listed in Part I of Schedule 2 (Conditions
precedent) in form and substance satisfactory to the Facility
Agent.  The Facility Agent shall notify
the Company and the Lenders promptly upon being so satisfied.  4.2Further conditions precedent The Lenders will only be obliged to comply
with Clause 5.4 (Lenders participation) if on the date of the Utilisation
Request and on the proposed Utilisation Date:  (a)no Default is continuing or would result from the proposed Loan; and  (b)the Repeating Representations to be made by each Obligor are true in
all material respects.  4.3Maximum number of Loans  (a)The Borrower may not deliver the Utilisation Request if as a result
of the proposed Utilisation more than four Loans would be outstanding.  (b)The Borrower may not request that a Loan be divided if, as a result
of the proposed division, more than eight Loans would be outstanding.  25 
   SECTION 3  UTILISATION  5.UTILISATION  5.1Delivery of the Utilisation Request The Borrower
may utilise the Facilities by delivery to the Facility Agent of the duly
completed Utilisation Request not later than the relevant Specified Time.  5.2Completion of the Utilisation Request and Drawdown of the
Loan (a)The Utilisation Request is irrevocable and will not be regarded as
having been duly completed unless:  (i)the proposed Utilisation Date is a Business Day within the
Availability Period;  (ii)the currency and amount of the Utilisation comply with Clause 5.3 (Currency and
amount); and  (iii)the proposed Interest Period complies with Clause 9 (Interest
Periods).  (b)Only one Utilisation Request may be delivered under the Agreement.  (i)Any part of the Facilities not borrowed on the Utilisation Date will
be automatically cancelled.  (ii)If the Utilisation Date is a date prior to November 4, 2002 the
amounts borrowed on the Utilisation Date will be held in the Cash Collateral
Account pending payment to the Settlement Trust in accordance with the
Settlement and to meet agreed fees and expenses.  5.3Currency and amount (a)The currency specified in the Utilisation Request must be dollars in
respect of the Dollar Facilities and euros in respect of the Euro Facilities.  (b)The amount of the proposed Loan must be an amount which is not more
than the Facility to which that Loan relates.  5.4Lenders participation (a)If the conditions set out in this Agreement have been met, each
Lender shall make its participation in each Loan available by the Utilisation
Date through its Facility Office.  (b)The amount of each Lenders participation in each Loan will be equal
to the proportion borne by its Commitment to the relevant Facility immediately
prior to making the Loan.  (c)The Facility Agent shall notify each Lender of the amount of each
Loan and the amount of its participation in that Loan by the relevant Specified
Time.  26 
   (d)The Facility Agent, as agent of the Borrower, shall maintain (and
make available to the Borrower and the Company on reasonable notice and at
reasonable times during a Business Day) a register for the recording of the
names and addresses of each Lender and the Commitments of, and principal amount
of the Loans owing to, each Lender from time to time, and of the details of any
assignments or transfers to New Lenders (the Register).  Failure to make any recordation, or any
error in such recordation, shall not affect the Borrowers obligations in
respect of the Loan.  The entries made
in the Register shall be conclusive of the existence and amounts of the
obligations recorded therein and binding for all purposes, absent manifest
error.  Amounts due and owing to the
Lenders by the Obligors or to the New Lenders will be paid only to those
persons entered into the Register as Lenders or New Lenders in accordance with
Clause 28 (Payment
mechanics).  (e)The Borrower agrees that, upon the request to the Facility Agent by
any Lender, the Borrower will execute and deliver to such Lender, as
applicable, a promissory note of the Borrower payable to such Lender,
evidencing the Loans made by such Lender to the Borrower (as such promissory
note may be amended, endorsed or otherwise modified from time to time and all
other promissory notes issued from time to time in substitution therefor or
renewal thereof, a (Note).  The
Borrower hereby irrevocably authorizes each Lender to make (or cause to be
made) appropriate notations on the grid attached to such Lenders Notes (or on
any continuation of such grid), which notations, if made, shall evidence, inter
alia, the date of, the outstanding principal amount of, and the interest
rate and Interest Period applicable to the Loans evidenced thereby.  Such notations shall, to the extent not
inconsistent with the notations made by the Facility Agent in the Register, be
conclusive and binding on the Borrower absent manifest error; provided,
however, that the failure of any Lender to make any such notations or any error
in any such notations shall not limit or otherwise affect any obligations of
the Borrower or any other Obligor.  A
Note and the Loan evidenced thereby may be assigned or otherwise transferred in
whole or in part only by registration of such assignment or transfer or such
Note and the Loan evidenced thereby in the Register (and each Note shall
expressly so provide).  Any assignment
or transfer of the entire remaining amount of a Lenders Commitments and the
Loans made pursuant thereto and evidenced by a Note shall be registered in the
Register only upon surrender for registration of an assignment or transfer of
the Note evidencing such Loan, accompanied by a Transfer Certificate duly
executed by the assignor thereof, and thereupon, if requested by the assignee,
one or more new Notes shall be issued to the designated assignee and the old
Note shall be returned by the Facility Agent to the Borrower marked
exchanged.  No assignment or transfer
of a Note and the Loan evidenced thereby shall be effective unless it shall
have been recorded in the Register by the Facility Agent as provided in this
Clause.  Any Lender may at any time
pledge or assign a security interest in all or any of its rights under this
Agreement (i) to secure obligations of such Lender to a Federal Reserve Bank
and (ii) in connection with any securitization of any portfolio loans of such
Lender, in each case without the prior written consent of any person; provided
that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.  27 
   SECTION 4  REPAYMENT, PREPAYMENT AND
CANCELLATION  6.REPAYMENT  6.1Repayment of Loans The Borrower
shall repay:  (a)Each Tranche A Loan on the Tranche A Maturity Date.  (b)(i) on each three
month anniversary of the Utilisation Date prior to the Final Maturity Date
(other than the last) an amount of each Tranche B Loan equal to  0.25% of the amount of that Tranche B Loan
advanced on the Utilisation Date, (ii) on the last three month anniversary of
the Utilisation Date prior to the Final Maturity Date, 50% of each Tranche B
Loan then outstanding and (iii) on the Final Maturity Date, 100% of each
Tranche B Loan then outstanding.  6.2Reborrowing The Borrower
may not reborrow any part of the Facilities which is repaid.  7.PREPAYMENT AND CANCELLATION  7.1Illegality If it becomes unlawful in any applicable
jurisdiction for a Lender to perform any of its obligations as contemplated by
this Agreement or to fund or maintain its participation in any Loan or if the
representation set out in Clause 18.14 (No Adverse Consequences) would not be true
in respect of any Lender on any date after the Utilisation Date:  (a)that Lender shall promptly notify the Facility Agent upon becoming
aware of that event;  (b)upon the Facility Agent notifying the Borrower, the Commitments of
that Lender will be immediately cancelled; and  (c)the Borrower shall repay that Lenders participation in the Loans
made to the Borrower on the last day of the Interest Period for each Loan
occurring after the Facility Agent has notified the Borrower or, if earlier,
the date specified by the Lender in the notice delivered to the Facility Agent
(provided that the Borrower shall not be required to repay that Lenders
participation more than three months earlier than the last day of any
applicable grace period permitted by law).  7.2Change of control If a Change of
Control occurs:  (a)the Company shall promptly notify the Facility Agent upon becoming
aware of that event;  (b)if the Majority Lenders so require, the Facility Agent shall, by not
less than 5 days notice to the Company, cancel the Facilities and declare all
outstanding Loans,  28 
   together with accrued interest, and all other
amounts accrued under the Facility Documents immediately due and payable,
whereupon the Facilities will be cancelled and all such outstanding amounts
will become immediately due and payable.  7.3Disposals The Company and the Borrower shall procure
that an amount equal to Disposal Proceeds (other than Excluded Proceeds)
received by the Company or a Subsidiary are applied in accordance with Clause
7.9 (Application
of Disposal Proceeds) provided that an amount equal to Disposal
Proceeds shall not be required to be so applied to the extent that (i) such
Disposal Proceeds were received in respect of a Disposal of tangible assets and
are reinvested as soon as practicable (but in any event reinvested within 180
days after receipt or agreed to be reinvested within such period and actually
reinvested after a further 180 day period) in productive assets (ii) pending
such reinvestment, such Disposal Proceeds are to be held in a Cash Collateral
Account and (iii) the aggregate amount of such Disposal Proceeds do not exceed
$10,000,000 or such higher number as the Majority Lenders may agree.  If part of the Disposal Proceeds of any
Disposal is not received in cash, such part shall only be subject to
application in accordance with this Clause 7.3 when all or any portion thereof
is received in or converted into cash, whereupon such cash shall be applied in
accordance with the foregoing provisions of this Clause 7.3.  7.4Excess Cash Flow The Company and the Borrower shall procure
that, on or before the date falling five Borrower Business Days after the
delivery of the annual audited financial statements of the Company for each
financial year, an amount equal to 50% of any Excess Cash Flow will be applied
in permanent prepayment, if any Loan is outstanding, or cancellation if no Loan
has been made, in accordance with Clause 7.8 (Application of Prepayment or
Cancellation).  7.5Insurance Proceeds The Company and the Borrower shall procure
that an amount equal to any Insurance Proceeds received by the Company or any
Subsidiaries is applied in permanent prepayment, if any Loan is outstanding, or
cancellation if no Loan has been made in accordance with Clause 7.8 (Application
of Prepayment or Cancellation), provided that, Insurance Proceeds
shall not be required to be so applied to the extent that (i) such Insurance
Proceeds are reinvested as soon as practicable (but in any event reinvested
within 180 days after receipt or agreed to be reinvested within such period and
actually reinvested after a further 180 day period) in assets of a similar type
to those in respect of which the Insurance Proceeds were received or in the
restoration or repair of such assets and (ii) pending such reinvestment
restoration or repair, such Insurance Proceeds are to be held in a Cash
Collateral Account.  7.6Equity The Company
and the Borrower shall procure that an amount equal to 100%, or to the extent
that the Tranche A Loans have been repaid in full, 50% of the net proceeds of
the issue of any Equity Interests or Equity Rights (other than the Rights
Issue) received by the Company are applied in permanent prepayment, if any Loan
is outstanding, or cancellation if no Loan has been made, in accordance with
Clause 7.8 (Application
of Prepayment or Cancellation).  29 
   7.7Debt The Company
and the Borrower shall procure that an amount equal to 100%, or to the extent
that the Tranche A Loans have been repaid in full, 50% of the proceeds of any
capital markets debt instruments or any other form of Financial Indebtedness
received by any member of the Group after the date of this Agreement (other
than the Permitted Financial Indebtedness (other than item (c) in the
definition thereof)) is applied in permanent prepayment, if any Loan is
outstanding, or cancellation if no Loan has been made, in accordance with
Clause 7.8 (Application
of Prepayment or Cancellation).  7.8Application of Prepayment or Cancellation Any amount to
be applied in permanent repayment or cancellation pursuant to Clauses 7.4 (Excess Cash
Flow),7.5(Insurance Proceeds), 7.6 (Equity)
and 7.7 (Debt)
shall be applied in permanent repayment of the Loans in accordance with Clause
7.10 (Cash
Collateral Account) or if no Loan is outstanding, in cancellation of
the Facilities pro rata as between the Tranche A Loans and the Tranche B Loans
or the Tranche A Facilities and the Tranche B Facilities, as the case may be,
to the extent that Lenders under the Tranche B Facilities have not waived their
right to prepayment or cancellation, in which case any amounts so waived will
be applied to prepay the Tranche A Loans or cancel the Tranche A Facilities,
provided that if the Tranche A Loans have been repaid in full or if the Tranche
A Facilities have been cancelled in full, the Lenders under the Tranche B
Facilities shall have no such right to waive such prepayment or cancellation.  7.9Application of Disposal Proceeds Notwithstanding
Clause 7.8 (Application
of Prepayment or Cancellation), an amount equal to all Disposal
Proceeds shall be applied in permanent repayment of the Tranche A Loans or, if
no Tranche A Loans have been made, in cancellation of the Tranche A Facilities,
or, to the extent that the Tranche A Loans have been repaid or cancelled in
full, in permanent repayment of the Tranche B Loans or , if no Tranche B Loans
have been made, in permanent cancellation of the Tranche B Facilities.  7.10Cash Collateral Account Subject to
Clause 7.15 (Waiver of Prepayment and Cancellation), an amount equal to
any amount to be applied in prepayment in accordance with this Clause 7 (Prepayment
and Cancellation), unless the Borrower requests the same to be
applied at an earlier date (in which case Break Costs may be payable) must be
applied on the last Business Day of the current Interest Period of the Loan
which is to be prepaid.  Pending any
such prepayment, the relevant amount shall be credited to a Cash Collateral
Account within 3 Borrower Business Days of the receipt of such amount by the
relevant member of the Group or in the case of amounts payable under Clause 7.4
(Excess
Cash Flow) within 3 Borrower Business Days of the date referred to
in that Clause.  The Facility Agent is
hereby authorised to apply amounts standing to the credit of a Cash Collateral
Account in making the relevant prepayment on the last Business Day of the
relevant Interest Period or, in the case of Disposal Proceeds or Insurance
Proceeds referred to in Clause 7.3(i) (Disposals), or Clause 7.5(i) (Insurance
Proceeds) on the last Business Day of the relevant Interest Period
falling after 180 days or, if appropriate in accordance with Clause 7.3 (i) (Disposals)
or Clause 7.5 (i) (Insurance Proceeds)360 days after receipt if such Disposal
Proceeds  30 
   or Insurance
Proceeds have not been reinvested on that date in accordance with Clause 7.3(i)
(Disposals)
or 7.5(i) (Insurance
Proceeds).  7.11Voluntary prepayment of Loans (a)The Borrower may, if it gives the Facility Agent not less than 3
Business Days (or such shorter period as the Majority Lenders may agree) prior
notice, prepay the whole or any part of any Loan (but, if in part, being an
amount that reduces the amount of a Loan (whether or not denominated in
dollars) by a minimum amount of $5,000,000 and an integral multiple of
$1,000,000 unless made together with a mandatory prepayment under Clauses 7.3
to 7.7) (or the dollar equivalent amounts in euros by reference to the Facility
Agents spot rate of exchange on the Business Day preceding the prepayment
date).  (b)Any prepayment under this Clause 7.11 shall satisfy the obligations
under Clause 6.1 (Repayment of Loans) and shall be applied pro rata as between
the Tranche A Loans and the Tranche B Loans, to the extent Lenders under the
Tranche B Loans have not waived their right to prepayment, in which case any
amounts so waived will be applied to prepay the Tranche A Loans, provided that
if the Tranche A Loans has been repaid in full, the Lenders under the Tranche B
Loans shall have no such right to waive any payment.  7.12Application between the Dollar Facilities and Euro
Facilities (a)Any amounts prepaid or cancelled in accordance with this Clause 7
shall:  (i)for prepayments or cancellation of the Tranche A Loans or Tranche A
Facilities, prepay or cancel, as the case may be, the Tranche A Dollar Loan and
the Tranche A Euro Loan or the Tranche A Dollar Facility and the Tranche A Euro
Facility pro rata,  (ii)for prepayments or cancellation of the Tranche B Loans or the
Tranche B Facilities, prepay or cancel, as the case may be, Tranche B Dollar
Loan and Tranche B Euro Loan or the Tranche B Dollar Facility and the Tranche B
Euro Facility pro rata,  and for the purposes of determining any pro
rata prepayment or cancellation in accordance with this Clause 7, any amount to
be repaid or converted which is not denominated in dollars will be converted to
dollars by the Facility Agent at its prevailing spot rate and the Facility
Agent shall determine the dollar equivalent of the Euro Facilities or the Euro
Loans, as the case may be, using its spot rate prevailing on the date of this
Agreement.  (b)On or promptly after the date of this Agreement, the Facility Agent
shall notify the Company of the amount in Dollars at the spot rate referred to
in sub-Clause 7.12(a)(ii) of the Tranche A Euro Loan and the Tranche B Euro
Loan.  (c)The Borrower shall make any prepayment of any Loan in the currency
of that Loan and in the amount determined in accordance with Clause 7.12(a).  7.13Right of repayment and cancellation in relation to a
single Lender (a)If:  31 
   (i)any sum payable to any Lender by an Obligor is required to be
increased under paragraph (c) of Clause 12.2 (Tax gross-up); or  (ii)any Lender claims indemnification from the Company under Clause 12.3
(Tax
indemnity) or Clause 13.1 (Increased costs); or  (iii)any Lender notifies the Facility Agent of its Additional Cost Rate
under paragraph 3 of Schedule 4 (Mandatory Cost Formula),  the Company
may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance
giving rise to the requirement or indemnification continues or (in the case of
paragraph (iii) above) that Additional Cost Rate is greater than zero, give the
Facility Agent notice of cancellation of the Commitment of that Lender and its
intention to procure the repayment of that Lenders participation in the Loans.  (b)On receipt of a notice referred to in paragraph (a) above, the
Commitment of that Lender shall immediately be reduced to zero.  (c)On the last day of each Interest Period which ends after the Company
has given notice under paragraph (a) above (or, if earlier, the date specified
by the Company in that notice), the Borrower shall pay or procure the repayment
of that Lenders participation in any Loan outstanding.  7.14Restrictions (a)Any notice of cancellation or prepayment given by any Party under
this Clause 7 shall be irrevocable and, unless a contrary indication appears in
this Agreement, shall specify the date or dates upon which the relevant
cancellation or prepayment is to be made and the amount of that cancellation or
prepayment.  (b)Any prepayment under this Agreement shall be made together with
accrued interest on the amount prepaid and, subject to any Break Costs, without
premium or penalty.  (c)The Borrower shall not repay or prepay all or any part of the Loans
or cancel all or any part of the Commitments except at the times and in the
manner expressly provided for in this Agreement or otherwise with the consent
of the Facility Agent.  (d)No amount of the Total Commitments cancelled under this Agreement
may be subsequently reinstated.  (e)If the Facility Agent receives a notice under this Clause 7 it shall
promptly forward a copy of that notice to either the Company or the affected Lender,
as appropriate.  7.15Waiver of Prepayment and Cancellation (a)As soon as reasonably practicable after the Company or any of its
Subsidiaries becomes aware that it is or is likely to be required to make a
prepayment or a cancellation under Clause 7.4 (Excess  Cash  Flow), Clause 7.5 (Insurance
Proceeds),
Clause 7.6 (Equity)
or Clause 7.7 (Debt) the Company shall promptly notify the Facility Agent
of the expected prepayment or cancellation and its date and amount.  32 
   (b)On receipt by the Facility Agent of the notice from the Company
referred to  in (a) above, the Facility
Agent shall promptly notify the Lenders of the contents of that notice.  (c)If a Lender wishes to exercise its right to waive the prepayment or
cancellation pursuant to Clause 7.8 (Application of Prepayment or Cancellation),
it shall deliver a waiver notice (Waiver  Notice) to the Facility Agent within 10
Business Days of delivery to the Lenders of a notice from the Facility Agent
under (b) above.  (d)If a Waiver Notice is not received by the Facility Agent from a
Lender within 10 Business Days of the delivery to the Lenders of a notice
referred to in (b) above, that Lender will be treated, for the purposes of
Clause 7.8 (Application
of Prepayment or Cancellation) to have not waived its right to waive
prepayment of its Tranche B Loans or cancellation of its Tranche B Loans.  (e)If any amount would otherwise be required to be applied by the
Facility Agent in prepayment of the Loans pursuant to Clause 7.10 (Cash
Collateral
Account)
prior to the date falling 13 Business Days after the delivery by the Facility
Agent of the notice relating to that payment under (b) above, that amount shall
be retained in the Cash Collateral Account and shall be applied by the Facility
Agent in repayment of the Loans on the last Business Day of the Interest Period
of the Loan which is to be repaid which ends on a date falling more than 13
Business Days after the delivery of that notice (and, if such Loans are less
than the amount to be so applied, the balance of the amount to be so applied
will be retained in the Cash Collateral Account and applied on the last
Business Day of the next succeeding Interest Periods of the Loan which is to be
repaid until the amount to be so applied has been applied in full).  33 
   SECTION 5  COSTS OF
UTILISATION  8.INTEREST  8.1Calculation of interest The rate of interest on each Loan for each
Interest Period is the percentage rate per annum which is the aggregate of the
applicable:  (a)Margin;  (b)LIBOR or, alternatively in the case of Dollar Loans owed to Lenders
with a Facility Office in the United States of America, if the Borrower so
elects, the Prime Rate; and  (c)Mandatory Cost, if any.  The rate of
interest on each Loan shall be net of any Tax that is required to be deducted
or withheld under the laws of Switzerland. 
If any Obligor is required to deduct or withhold any such Tax in respect
of a payment of interest on a Loan, the rate of interest shall be increased,
with the applicable Tax being calculated based on the increased interest rate,
until the net rate payable is the same as would have been the case if no such
deduction or withholding had been required. 
If any such deduction or withholding is required, the relevant Obligor
shall provide any documentation needed for a refund of such Swiss Tax.  8.2Payment of interest The Borrower
to which a Loan has been made shall pay accrued interest on that Loan on the
last day of each Interest Period (and, if the Interest Period is longer than
six Months, on the dates falling at six monthly intervals after the first day
of the Interest Period).  8.3Default interest (a)If an Obligor fails to pay any amount payable by it under a Facility
Document on its due date, interest shall accrue on the overdue amount from the
due date up to the date of actual payment (both before and after judgement) at
a rate which, subject to paragraph (b) below, is two per cent. higher than the
rate which would have been payable if the overdue amount had, during the period
of non-payment, constituted a Loan in the currency of the overdue amount for
successive Interest Periods, each of a duration selected by the Facility Agent
(acting reasonably).  Any interest
accruing under this Clause 8.3 shall be immediately payable by the Obligor on
demand by the Facility Agent.  (b)If any overdue amount consists of all or part of a Loan which became
due on a day which was not the last day of an Interest Period relating to that
Loan:  (i)the first Interest Period for that overdue amount shall have a
duration equal to the unexpired portion of the current Interest Period relating
to that Loan; and  34 
   (ii)the rate of interest applying to the overdue amount during that
first Interest Period shall be 2 per cent. higher than the rate which would
have applied if the overdue amount had not become due.  (c)Default interest (if unpaid) arising on an overdue amount will be
compounded with the overdue amount at the end of each Interest Period
applicable to that overdue amount but will remain immediately due and payable.  8.4Notification of rates of interest The Facility
Agent shall promptly notify, or arrange for the notification to, the Lenders
and the relevant Borrower of the determination of a rate of interest under this
Agreement.  9.INTEREST PERIODS  9.1Selection of Interest Periods (a)The Borrower (or the Company on behalf of a Borrower) may select an
Interest Period for a Loan in the Utilisation Request for that Loan or (if the
Loan has already been borrowed) in a Selection Notice.  (b)Each Selection Notice for a Loan is irrevocable and must be
delivered to the Facility Agent by the Borrower (or the Company on behalf of a
Borrower) to which that Loan was made not later than the Specified Time.  (c)If a Borrower (or the Company) fails to deliver a Selection Notice
to the Facility Agent in accordance with paragraph (b) above, the relevant
Interest Period will be one Month.  (d)Subject to this Clause 9, the Borrower (or the Company) may select
an Interest Period of 1, 2, 3 or 6 Months or any other period agreed between
the Company and the Facility Agent (acting on the instructions of all the
Lenders) except that Interest Periods for Loans which are subject to interest
calculated by reference to LIBOR shall not be longer than 2 weeks (or any other
period agreed between the Company and Arranger) until the Arranger notifies the
Company and the Lenders (such notification to be given in the circumstances
agreed between the Arranger and the Company).  (e)An Interest Period for a Loan shall not extend beyond the Tranche A
Maturity Date, in the case of a Tranche A Loan or, in the case of a Tranche B
Loan, the Final Maturity Date.  (f)Each Interest Period for a Loan shall start on the Utilisation Date
or (if already made) on the last day of its preceding Interest Period.  9.2Non-Business Days If an Interest
Period would otherwise end on a day which is not a Business Day, that Interest
Period will instead end on the next Business Day in that calendar month (if
there is one) or the preceding Business Day (if there is not).  9.3Consolidation and division of Loans (a)Subject to paragraph (b) below, if two or more Interest Periods:  35 
   (i)relate to Loans of the same currency and in the same Tranche; and  (ii)end on the same date.  those Loans
will, unless the Borrower (or the Company on its behalf) specifies to the
contrary in the Selection Notice for the next Interest Period, be consolidated
into, and treated as, a single Loan on the last day of the Interest Period.  (b)Subject to Clause 4.3 (Maximum number of Loans) and Clause 5.3 (Currency and
amount),
if a Borrower (or the Company on its behalf) requests in a Selection Notice
that a Loan be divided into two or more Loans, that Loan will, on the last day
of its Interest Period, be so divided into the amounts specified in that
Selection Notice, being an aggregate amount equal to the amount of the Loan
immediately before its division.  10.CHANGES TO THE CALCULATIONOF INTEREST  10.1Absence of quotations Subject to
Clause 10.2 (Market disruption), if LIBOR is to be determined by
reference to the Reference Banks but a Reference Bank does not supply a
quotation by the Specified Time on the Quotation Day, the applicable LIBOR or
shall be determined on the basis of the quotations of the remaining Reference
Banks.  10.2Market disruption (a)If a Market Disruption Event occurs in relation to a Loan for any
Interest Period, then the rate of interest on each Lenders share of that Loan
for the Interest Period shall be the rate per annum which is the sum of:  (i)the Margin;  (ii)the rate notified to the Facility Agent by that Lender as soon as
practicable and in any event before interest is due to be paid in respect of
that Interest Period, to be that which expresses as a percentage rate per annum
the cost to that Lender of funding its participation in that Loan from whatever
source it may reasonably select; and  (iii)the Mandatory Cost, if any, applicable to that Lenders
participation in the Loan.  (b)In this Agreement Market Disruption Event means:  (i)at or about noon on the Quotation Day for the relevant Interest
Period the Screen Rate is not available and none or only one of the Reference
Banks supplies a rate to the Facility Agent to determine LIBOR for dollars or
euros, as the case may be for the relevant Interest Period; or  (ii)before close of business in London on the Quotation Day for the
relevant Interest Period, the Facility Agent receives notifications from a
Lender or Lenders (whose participations in a Loan exceed 40 per cent. of that
Loan) that the cost to it or them of obtaining matching deposits in the
Relevant Interbank Market would be in excess of  LIBOR.  36 
   10.3Alternative basis of interest or funding (a)If a Market Disruption Event occurs and the Facility Agent or the
Company so requires, the Facility Agent and the Company shall enter into
negotiations (for a period of not more than thirty days) with a view to
agreeing a substitute basis for determining the rate of interest.  (b)Any alternative basis agreed pursuant to paragraph (a) above shall,
with the prior consent of all the Lenders and the Company, be binding on all
Parties.  10.4Break Costs (a)The Borrower shall, within three Borrower Business Days of demand by
a Finance Party, pay to that Finance Party its Break Costs attributable to all
or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other
than the last day of an Interest Period for that Loan or Unpaid Sum.  (b)Each Lender shall, as soon as reasonably practicable after a demand
by the Facility Agent, provide a certificate confirming the amount of its Break
Costs for any Interest Period in which they accrue.  11.FEES  11.1Commitment Fee The Company
shall pay on the last day of the Availability Period to the Facility Agent (for
the account of each Lender) a commitment fee computed at the rate of 0.75% per
cent. per annum of the amount of the Commitments of that Lender on an actual
day count basis for the period from the date of this Agreement to the earlier
to occur of the Utilisation Date and the end of the Availability Period.  It is acknowledged that this Clause 11.1
replaces, for the period commencing on the date of this Agreement, the similar
obligations of the Company to pay the ticking fee pursuant to the Commitment
Letter and a Fee Letter entered into with the Arranger on September 13, 2002
referred to in Clause 11.2 (Arrangers Fees) below.  11.2Arrangers fees The Company
shall pay to the Arranger (for its own account) an arrangement fee and, without
double counting, a ticking fee for the period ending on the date of this Agreement
in the amount and at the times agreed in a Fee Letter entered into with the
Arranger.  11.3Agency fees (a)The Company shall pay to the Facility Agent (for its own account) a
facility agency fee in the amount and at the times agreed in a Fee Letter entered
into with the Facility Agent.  (b)The Company shall pay the Security Agent (for its own account) a
security agency fee in the amounts and at the times agreed in a Fee Letter
entered into with the Security Agent.  37 
   SECTION 6 ADDITIONAL PAYMENT
OBLIGATIONS  12.TAX GROSS UP AND INDEMNITIES  12.1Definitions (a)In this Agreement:  Protected
Party means a Finance Party or New Lender that is or will be
subject to any liability, or required to make any payment, for or on account of
Tax in relation to a sum received or receivable (or any sum deemed for the
purposes of Tax to be received or receivable) under a Facility Document.  Qualifying Recipient, with respect to a
payment to be made by an Obligor pursuant to a Facility Document, means a
Recipient of the payment that:  (i)              is
the beneficial owner of the payment;  (ii)(A) is a corporation incorporated or organised under the laws of the
United States of America or any state thereof (including the District of
Columbia);  (B) is entitled, under a double tax treaty,
to a full exemption from tax imposed by the United States of America on such
payment; or  (C) is otherwise entitled to receive such
payment without deduction or withholding of any United States federal income
tax; and  (iii)has complied with any procedural requirements necessary to receive
such payment without deduction or withholding of any United States federal
income tax, including any necessary certifications with respect to treaty
benefits, and has caused each of its agents (including any Agent) through which
such payment is to be received to comply with any such procedural requirements.  Recipient
means a Finance Party or New Lender that is entitled to a payment to be made
pursuant to a Facility Document.  Tax Credit
means a credit against, relief or remission for, or repayment of any Tax.  Tax
Deduction means a deduction or withholding for or on account of Tax
from a payment to be made by an Obligor pursuant to a Facility Document.  Tax Payment
means either the increase in a payment made by an Obligor under Clause 12.2 (Tax gross-up)
or a payment under Clause 12.3 (Tax indemnity).  (b)Unless a contrary indication appears, in this Clause 12 a reference
to determines or determined means a determination made in the absolute
discretion of the person making the determination.  38 
   12.2Tax gross-up (a)Each Obligor shall make all payments to be made by it pursuant to
the Facility Documents without any Tax Deduction, unless a Tax Deduction is
required by law.  (b)The Company shall promptly upon becoming aware that an Obligor must
make a Tax Deduction (or that there is any change in the rate or the basis of a
Tax Deduction) notify the Agent accordingly. 
Similarly, a Recipient shall promptly notify the Agent on becoming so
aware in respect of a payment payable to that Recipient.  If the Agent receives such notification from
a Recipient it shall notify the Company and that Obligor.  (c)Subject to paragraph (d) below, if a Tax Deduction is required by
law to be made by an Obligor, the amount of the payment due from that Obligor
shall be increased to an amount which (after making any Tax Deduction) leaves
an amount equal to the payment that would have been due if no Tax Deduction had
been required.  (d)An Obligor is not required to make an increased payment to a
Recipient under paragraph (c) above for a Tax Deduction in respect of U.S.
federal income tax, if on the date on which the payment falls due, the payment
could have been made without the Tax Deduction if the Recipient entitled to the
payment was a Qualifying Recipient, but on that date the Recipient is not a
Qualifying Recipient, unless such Recipient has ceased to be a Qualifying Recipient
as a result of any change, after the date it became entitled to any payment to
be made pursuant to the Facility Documents, in (or in the interpretation,
administration, or application of) any law or treaty, or any published practice
or concession of any relevant taxing authority.  (e)If an Obligor is required to make a Tax Deduction, that Obligor
shall make that Tax Deduction and any payment required in connection with that
Tax Deduction within the time allowed and in the minimum amount required by
law.  (f)Within thirty days of making either a Tax Deduction or any payment
required in connection with that Tax Deduction, the Obligor making that Tax
Deduction shall deliver to the Agent for the Recipient entitled to the payment
evidence reasonably satisfactory to the Recipient that the Tax Deduction has
been made or (as applicable) any appropriate payment paid to the relevant
taxing authority.  12.3Tax indemnity (a)The Company shall (within three Borrower Business Days of demand by
the Agent) pay to a Protected Party an amount equal to the loss, liability, or
cost that the Protected Party determines will be or has been (directly or
indirectly) suffered for or on account of Tax by the Protected Party in respect
of a sum received or receivable (or deemed for the purposes of Tax to be
received or receivable) pursuant to a Facility Document.  (b)Paragraph (a) above shall not apply:  39 
   (i)with respect to any Tax assessed on a Protected Party:  (A)under
the law of the jurisdiction in which the Protected Party is incorporated or, if
different, the jurisdiction (or jurisdictions) in which the Protected Party is
treated as resident for tax purposes; or  (B)under the law of the jurisdiction in which the Protected Partys
Facility Office is located in respect of amounts received or receivable in that
jurisdiction,  if the Tax is imposed on or calculated by
reference to net income; or  (ii)to the extent the loss, liability or cost:  (A)is
compensated for by an increased payment under Clause 12.2 (Tax gross-up); or  (B)would have been compensated for by an increased payment under Clause
12.2 (Tax
gross-up) but was not so compensated solely because  the exclusion in paragraph (d) of Clause
12.2 (Tax
gross-up) applied; or  (iii)in the case of Tax imposed with respect to a payment made by an
Obligor pursuant to a Facility Document other than as an increased payment
under Clause 12.2 (Tax gross-up) or as an indemnity under
this Clause 12.3 (Tax  indemnity), to the extent the loss,
liability, or cost would not have arisen if the Protected Party were a
Qualifying Recipient with respect to the payment.  (c)A Protected Party making, or intending to make a claim under
paragraph (a) above shall promptly notify the Agent of the event which will
give, or has given, rise to the claim, following which the Agent shall notify
the Company.  (d)A Protected Party shall, on receiving a payment from an Obligor
under this Clause 12.3, notify the Agent.  12.4Tax Credit If an Obligor makes a Tax Payment and the
relevant Recipient determines that:  (a)a Tax Credit is attributable either to an increased payment of which
that Tax Payment forms part, or to that Tax Payment; and  (b)that Recipient has obtained, utilised and retained that Tax Credit,  the Recipient
shall pay an amount to the Obligor that the Recipient determines will leave it
(after that payment) in the same after-Tax position as it would have been in
had the Tax Payment not been required to be made by the Obligor.  12.5Stamp taxes The Company
shall pay and, within three Borrower Business Days of demand, indemnify each
Finance Party and New Lender against any cost, loss, or liability that the
Finance Party or New Lender incurs in relation to all stamp duty, registration,
and other similar Taxes payable in respect of any Facility Document.  40 
   12.6Value added tax (a)All consideration expressed to be payable under a Facility Document
by any Party to a Finance Party or New Lender shall be deemed to be exclusive
of any VAT.  If VAT is properly
chargeable on any supply made by any Finance Party or New Lender to any Party
in connection with a Facility Document, that Party shall pay to the Finance
Party or New Lender (in addition to and at the same time as paying the
consideration) an amount equal to the amount of the VAT.  (b)Where a Facility Document requires any Party to reimburse a Finance
Party or New Lender for any costs or expenses, that Party shall also at the
same time pay and indemnify the Finance Party or New Lender against all VAT
incurred by the Finance Party or New Lender in respect of the costs or expenses
to the extent that the Finance Party or New Lender reasonably determines that
it is not entitled to credit or repayment of the VAT.  13.INCREASED COSTS  13.1Increased costs (a)Subject to Clause 13.3 (Exceptions) the Company shall, within
three Borrower Business Days of a demand by the Agent, pay for the account of a
Finance Party the amount of any Increased Costs incurred by that Finance Party
or any of its Affiliates as a result of (i) the introduction of or any change
in (or in the interpretation, administration or application of) any law or
regulation or (ii) compliance with any law or regulation made after the date of
this Agreement.  (b)In this Agreement Increased Costs means:  (i)a reduction in the rate of return from the Facilities or on a
Finance Partys (or its Affiliates) overall capital;  (ii)an additional or increased cost; or  (iii)a reduction of any amount due and payable under any Facility
Document,  which is
incurred or suffered by a Finance Party or any of its Affiliates to the extent
that it is attributable to that Finance Party having entered into its
Commitment or funding or performing its obligations under any Facility
Document.  13.2Increased cost claims (a)A Finance Party in its capacity as a party to a Facility Document
intending to make a claim pursuant to Clause 13.1 (Increased costs) shall
notify the Agent of the event giving rise to the claim, following which the
Agent shall promptly notify the Company.  (b)Each Finance Party in its capacity as a party to a Facility Document
shall, as soon as practicable after a demand by the Agent, provide a
certificate confirming the amount of its Increased Costs.  13.3Exceptions (a)Clause 13.1 (Increased costs) does not apply to the
extent any Increased Cost is:  41 
   (i)attributable to a Tax Deduction required by law to be made by an
Obligor;  (ii)compensated for by Clause 12.3 (Tax indemnity)(or would have been
compensated for under Clause 12.3 (Tax indemnity) but was not so compensated
solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax
indemnity) applied);  (iii)compensated for by the payment of the Mandatory Cost; or  (iv)attributable to the wilful breach by the relevant Finance Party or
its Affiliates of any law or regulation.  (b)In this Clause 13.3, a reference to a Tax Deduction has the same
meaning given to the term in Clause 12.1 (Definitions).  14.OTHER INDEMNITIES  14.1Currency indemnity (a)If any sum due from an Obligor under the Facility Documents (a Sum),
or any order, judgement or award given or made in relation to a Sum, has to be
converted from the currency (the First Currency) in which that Sum is
payable into another currency (the Second Currency) for the purpose of:  (i)making or filing a claim or proof against that Obligor;  (ii)obtaining or enforcing an order, judgement or award in relation to
any litigation or arbitration proceedings,  that Obligor
shall as an independent obligation, within three Business Days of demand,
indemnify each Finance Party to whom that Sum is due against any cost, loss or
liability arising out of or as a result of the conversion including any
discrepancy between (A) the rate of exchange used to convert that Sum from the
First Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.  (b)Each Obligor waives any right it may have in any jurisdiction to pay
any amount under the Facility Documents in a currency or currency unit other
than that in which it is expressed to be payable.  14.2Other indemnities The Company shall (or shall procure that an
Obligor will), within three Borrower Business Days of demand, indemnify each
Finance Party against any cost, loss or liability incurred by that Finance
Party in its capacity as a party to a Facility Document as a result of:  (a)the occurrence of any Event of Default;  (b)a failure by an Obligor to pay any amount due under a Facility
Document on its due date, including without limitation, any cost, loss or
liability arising as a result of Clause 27 (Sharing among the Finance Parties);  42 
   (c)funding, or making arrangements to fund, its participation in a Loan
requested by a Borrower in the Utilisation Request but not made by reason of
the operation of any one or more of the provisions of this Agreement (other
than by reason of default or negligence by that Finance Party alone); or  (d)a Loan (or part of a Loan) not being prepaid in accordance with a
notice of prepayment given by a Borrower or the Company.  14.3Indemnity to the Agent The Company shall promptly indemnify, or
shall procure the indemnification of, in each case, an Agent against any cost,
loss or liability incurred by that Agent (acting reasonably) as a result of:  (a)investigating any event which it reasonably believes is a Default;
or  (b)acting or relying on any notice, request or instruction which it
reasonably believes to be genuine, correct and appropriately authorised.  14.4Environmental Indemnity The Company
shall (or shall procure that an Obligor will), within five Borrower Business
Days of demand, indemnify each Finance Party in its capacity as a party to a
Facility Document against any cost, loss or liability actually incurred by that
Finance Party as a result of:  (a)any breach of an environmental representation and warranty or
environmental covenant in this Agreement;  (b)any Environmental Claim relating to the Company, any of its
Subsidiaries, or their businesses, activities or properties or to this
Agreement;  (c)any failure of the Company or a Subsidiary to comply with any
applicable Environmental Law or Environmental Permit;  (d)any Release or presence of Hazardous Material or any Remedial Action
at any property now or previously owned, leased or operated by the Company or
any of its Subsidiaries; or  (e)any other Environmental Liability to the extent arising out of the
operations of the Company or its Subsidiaries.  provided that
the Company and its Subsidiaries shall have no responsibility hereunder for any
cost, liability or loss incurred by any Finance Party or its successors,
assigns, agents or representatives caused by any of the gross negligence or
wilful misconduct of any such Finance Party or its successors, assigns,
representatives or agents; and provided further, the Company and its
Subsidiaries shall have no liability hereunder for any violations or the
presence or Release of Hazardous Materials that first occur at a Company or its
Subsidiary property after foreclosure, deed-in-lieu of the closure or similar
transfer unless caused by Company or its Subsidiary.  43 
   15.MITIGATION BY THE LENDERS  15.1Mitigation (a)Each Finance Party shall, in consultation with the Company, take all
reasonable steps to mitigate any circumstances which arise and which would
result in any amount becoming payable under or pursuant to, or cancelled
pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up
and indemnities), Clause 13 (Increased costs) or paragraph 3 of
Schedule 4 (Mandatory
Cost Formula) including (but not limited to) transferring its rights
and obligations under the Finance Documents to another Affiliate or Facility
Office.  (b)Paragraph (a) above does not in any way limit the obligations of any
Obligor under the Finance Documents.  15.2Limitation of liability (a)The Company shall indemnify each Finance Party for all costs and
expenses reasonably incurred by that Finance Party as a result of steps taken
by it under Clause 15.1 (Mitigation).  (b)A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation)
if, in the opinion of that Finance Party (acting reasonably), to do so might be
prejudicial to it.  16.COSTS AND EXPENSES  16.1Transaction expenses The Company shall promptly on demand pay the
Facility Agent, the Security Agent and the Arranger the amount of all properly
documented costs and expenses (including legal fees) reasonably incurred and
provided within any caps agreed by any of them in connection with the
negotiation, preparation, printing, execution and syndication of:  (a)this Agreement and any other documents referred to in this
Agreement;  (b)any other Finance Documents executed after the date of this
Agreement; and  (c)provided that the legal fees payable by the Company, in respect of
the Working Capital Facility Agreements and Hedging Agreements be limited to
the review of those agreements.  16.2Amendment costs If (a) an
Obligor requests an amendment, waiver or consent or (b) an amendment is
required pursuant to Clause 28.9 (Change of currency), the Company shall,
within three Borrower Business Days of demand, reimburse the Facility Agent for
the amount of all properly documented costs and expenses (including legal fees)
reasonably incurred by the Facility Agent in responding to, evaluating,
negotiating or complying with that request or requirement.  16.3Enforcement costs The Company
shall, within three Borrower Business Days of demand, pay to each Finance Party
the amount of all properly documented costs and expenses (including  44 
   legal fees)
incurred by that Finance Party in connection with the enforcement of, or the
preservation of any rights under, any Facility Document.  16.4Mortgage recording taxes The Company
shall pay or cause to be paid to the relevant authorities all mortgage
recording or other taxes or fees due in connection with, and as set forth in
the Mortgages.  45 
   SECTION 7 GUARANTEE  17.GUARANTEE AND INDEMNITY  17.1Guarantee and indemnity Each Guarantor irrevocably and
unconditionally jointly and severally:  (a)guarantees to each Finance Party punctual performance by each other
Obligor of all that Obligors obligations under the Finance Documents;  (b)undertakes with each Finance Party that whenever any other Obligor
does not pay any amount when due under or in connection with any Finance
Document, that Guarantor shall immediately on demand pay that amount as if it
was the principal obligor; and  (c)indemnifies each Finance Party immediately on demand against any
cost, loss or liability suffered by the Finance Party if any obligation
guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability
shall be equal to the amount which that Finance Party would otherwise have been
entitled to recover.  17.2Continuing guarantee This guarantee
is a continuing guarantee and will extend to the ultimate balance of sums
payable by any Obligor under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part.  17.3Reinstatement If any payment by an Obligor or any discharge
given by a Finance Party (whether in respect of the obligations of any Obligor
or any security for those obligations or otherwise) is avoided or reduced as a
result of insolvency or any similar event:  (a)the liability of each Obligor shall continue as if the payment,
discharge, avoidance or reduction had not occurred; and  (b)each Finance Party shall be entitled to recover the value or amount
of that security or payment from each Obligor, as if the payment, discharge,
avoidance or reduction had not occurred.  17.4Waiver of defences The obligations of each Guarantor under this
Clause 17 will not be affected by an act, omission, matter or thing which, but
for this Clause, would reduce, release or prejudice any of its obligations
under this Clause 17 (without limitation and whether or not known to it or any
Finance Party) including:  (a)any time, waiver or consent granted to, or composition with, any Obligor
or other person;  (b)the release of any other Obligor or any other person under the terms
of any composition or arrangement with any creditor of any member of the Group;  46 
   (c)the taking, variation, compromise, exchange, renewal or release of,
or refusal or neglect to perfect, take up or enforce, any rights against, or
security over assets of, any Obligor or other person or any non-presentation or
non-observance of any formality or other requirement in respect of any
instrument or any failure to realise the full value of any security;  (d)any incapacity or lack of power, authority or legal personality of
or dissolution or change in the members or status of an Obligor or any other
person;  (e)any amendment (however fundamental) or replacement of a Finance
Document or any other document or security;  (f)any unenforceability, illegality or invalidity of any obligation of
any person under any Finance Document or any other document or security; or  (g)any insolvency or similar proceedings.  17.5Immediate recourse Each Guarantor
waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other rights
or security or claim payment from any person before claiming from that
Guarantor under this Clause 17.  This
waiver applies irrespective of any law or any provision of a Finance Document
to the contrary.  17.6Appropriations Until all amounts which may be or become
payable by the Obligors under or in connection with the Finance Documents have
been irrevocably paid in full, each Finance Party (or any trustee or agent on
its behalf) may, if to do so is reasonable in the circumstances and an Event of
Default is continuing:  (a)refrain from applying or enforcing any other moneys, security or
rights held or received by that Finance Party (or any trustee or agent on its
behalf) in respect of those amounts, or apply and enforce the same in such
manner and order as it sees fit (whether against those amounts or otherwise)
and no Guarantor shall be entitled to the benefit of the same; and  (b)hold in an interest-bearing suspense account any moneys received
from any Guarantor or on account of any Guarantors liability under this Clause
17.  17.7Deferral of Guarantors rights Until all amounts which may be or become
payable by the Obligors under or in connection with the Facility Documents have
been irrevocably paid in full and unless the Security Agent otherwise directs,
no Guarantor will exercise any rights which it may have by reason of
performance by it of its obligations under the Facility Documents:  (a)to be indemnified by an Obligor;  (b)to claim any contribution from any other guarantor of any Obligors
obligations under the Facility Documents; and/or  47 
   (c)to take the benefit (in whole or in part and whether by way of
subrogation or otherwise) of any rights of the Finance Parties under the
Finance Documents or of any other guarantee or security taken pursuant to, or
in connection with, the Finance Documents by any Finance Party.  17.8Additional security This guarantee
is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by any Finance Party.  17.9Limitations in relation to Italy For the
avoidance of doubt, the provisions set forth under Sections 17.1 through 17.8
above do not apply to the Italian Pledge. 
Under Italian law, the Italian Pledge is a third party pledge (pegno a
favore di terzo) pursuant to which the Company secures any and all
the obligations of the Borrower under the Finance Documents.  17.10Limitations of obligations with regard to guarantors
having their corporate seat in Switzerland other than the Company (Swiss
Guarantors) (a)The obligations, liabilities or undertakings of each Swiss Guarantor
pursuant to this Agreement and any security interest over the respective Swiss
Guarantors obligations, liabilities or undertakings, and accordingly the
amount recoverable under this Agreement or any agreement creating a security
interest with regard to such obligations, liabilities or undertakings, shall be
limited to the maximum amount of the respective Swiss Guarantors profits
available for distribution as dividends at the time the respective Swiss
Guarantors obligations fall due respectively the collateral provided by the
respective Swiss Guarantor is enforced (being the balance sheet profits and any
reserves available for the purpose in each case in accordance with Article 675
para 2 and Article 671 para 1-3 of the Swiss Code of Obligations);  (b)If and to the extent, at the time payment from a Swiss Guarantor is
demanded, such payment is subject to the limitations pursuant to paragraph (a)
above then such payment shall be determined on the basis of (i) an interim
balance sheet of the Swiss Guarantor to the extent required by Swiss corporate
law; and (ii) confirmation by the auditors that they have examined this interim
balance sheet and that the requested payment is in conformity with applicable
Swiss corporate laws protecting share capital and legal reserves to the extent
they are not freely available and with the accounting standards applied by the
auditors for the time being of the relevant Swiss Guarantor;  (c)Subject to the extent required by applicable law in force at the
relevant time any Swiss Guarantor which is required to make a payment under
this Clause 17 (Guarantee and Indemnity) may:  (i)deduct Swiss Withholding Tax at the rate of 35 per cent, or such
rate as is in force from time to time, from any payment under Clause 17 (Guarantee
and Indemnity);  (ii)pay any such deduction mentioned in paragraph (i) above, to the
Swiss Federal Tax Administration; and  48 
   (iii)notify (or procure that the Company or the Borrower notifies) the
Facility Agent that such a deduction has been made and provide the Facility
Agent with the required evidence.  To the extent such a deduction is made, any
Swiss Guarantor shall not be obliged to either gross-up or indemnify (or
otherwise hold harmless) the Finance Parties in relation to any such deduction
or payment.  (d)Any beneficiary of a payment by a Swiss Guarantor under Clause 17 (Guarantee
and Indemnity) shall:  (i)as soon as possible request a refund of the Swiss Withholding Tax
paid by the relevant Swiss Guarantor under the applicable Swiss Tax law; and  (ii)pay to the Finance Parties upon receipt any amount refunded pursuant
to (i) above.  17.11Limitations in relation to Germany The
obligations of any Guarantor that is organised in the form of a German limited
liability company (Gesellschaft mit beschränkter Haftung) or
a German limited partnership (Kommanditgesellschaft) shall be subject to
the limitations imposed by Section 30 of the German Act on Limited Liability
Companies (Gesetz
betreffend die Gesellschaften mit beschränkter Haftung) or Section
172a of the German Commercial Code (Handelsgesetzbuch), respectively.  Whenever relevant, any such Guarantor shall promptly
provide corresponding evidence to the Security Agent and fully cooperate with
the Security Agent in enabling it to review, including through the engagement
by the Security Agent of an auditing firm of recognised standing whose
determinations shall absent manifest error be binding upon all parties hereto,
the applicability of such code provisions. 
Whenever the balance sheet ratios of any such Guarantor are such that
these code provisions may become applicable, such Guarantor shall be obligated
to promptly realise, to the extent legally permissible and commercially
justifiable, any and all of its assets that are shown in its balance sheet with
a book value that is significantly lower than the market value of such asset
and that are not required for such Guarantors business (betriebsnotwendig).  17.12Limitations in relation to Austria None of the
obligations of Sulzer Orthopädie GmbH pursuant to this Clause 17 (Guarantee
and Indemnity) shall be construed to create any obligation of Sulzer
Orthopädie GmbH to act in violation of the mandatory Austrian Capital
Maintenance Rules (Kapitalerhaltungsvorschriften) pursuant to Austrian
Company Law, in particular sections 82 et seq. of the Austrian Act on Limited
Liability Companies (Gesetz uber Gesellschaften mit beschränkter Haftung) and
all obligations of Sulzer Orthopädie GmbH under this Guarantee shall be limited
in accordance with those rules.  17.13Limitations in relation to France The
obligations and liabilities of each Obligor which is incorporated in France as
Guarantor under this Agreement shall be limited to and are assumed in
consideration of the actual corporate benefit resulting for it as a consequence
of the execution by it of this Agreement, and the transactions contemplated by
this Agreement.  49 
   17.14Limitations in relation to the Netherlands The
obligations of any Obligor incorporated in the Netherlands (the Dutch
Guarantor) under this Clause 17 (Guarantee and Indemnity) (the Dutch Guarantee)
shall not exceed the maximum amount which the Dutch Guarantor can guarantee
under Dutch law, having regard to its corporate interest (vennootschappelijk belang).  If, in response to a demand under the Dutch
Guarantee, the Dutch Guarantor were to claim that the amounts so claimed could
not be guaranteed under the Dutch Guarantee without its corporate interest
being exceeded, the Finance Parties shall have the right to reduce their claims
under the Dutch Guarantee to such amount which the Dutch Guarantor could
guarantee under the Dutch Guarantee without violating its corporate interest,
and the Dutch Guarantee shall be deemed limited to such amount.  17.15Joint Creditorship (a)Each of the Obligors and each of the Finance Parties agree that the
Security Agent shall be the joint creditor of each and every obligation of any
Obligor towards each of the Finance Parties under the Finance Documents
(together with such Finance Party) and that accordingly the Security Agent will
have its own independent right to demand performance by the relevant Obligor of
those obligations.  However, any
discharge of any such obligation to the Security Agent or the relevant Finance
Party shall, to the same extent, discharge the corresponding obligation owing
to the other.  (b)Without limiting or affecting the Security Agents rights against
any Obligor (whether under this paragraph or under any other provision of the
Finance Documents), the Security Agent agrees with each other Finance Party (on
a several and divided basis) that, subject as set out in the next sentence, it
will not exercise its rights as a joint creditor with a Finance Party except
with the consent of such Finance Party. 
However, for the avoidance of doubt, nothing in the previous sentence
shall in any way limit the Security Agents right to act in the protection or
preservation of rights under or to enforce any Security Documents as
contemplated by this Agreement, the other Finance Documents and/or any Security
Document (or to do any act reasonably incidental to any of the foregoing).  50 
   SECTION 8 REPRESENTATIONS, UNDERTAKINGS AND EVENTS
OF DEFAULT  18.REPRESENTATIONS Each Obligor
makes the representations and warranties set out in this Clause 18 to each Finance
Party in its capacity as a party to the Facility Documents on the date of this
Agreement.  18.1Status (a)It is a corporation, duly incorporated and validly existing under
the law of its jurisdiction of incorporation.  (b)It and each of its Subsidiaries has the power to own its assets and
carry on its business as it is being conducted.  18.2Binding obligations The
obligations expressed to be assumed by it in each Finance Document are, subject
to any general principles of law limiting its obligations which are
specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions
of Utilisation) or Clause 24 (Changes to the Obligors), legal, valid,
binding and enforceable obligations, and each Security Document is effective to
create a legal, valid, binding and enforceable security interest in the
Security intended to be created thereunder, subject to any reservations
specifically referred to in any legal opinions delivered pursuant to Clause 4 (Conditions
of Utilisation) or Clause 24 (Changes to the Obligors).  18.3Non-conflict with other obligations The entry into and performance by it of, and
the transactions contemplated by, the Finance Documents do not and will not
conflict with, require consent under or, if applicable, create a default under:  (a)any law or regulation applicable to it or its Subsidiaries in any
material respect;  (b)its or any of its Subsidiaries constitutional documents such as
could have a Material Adverse Effect; or  (c)any agreement or instrument binding upon it or any of its
Subsidiaries such as could have a Material Adverse Effect  and do not oblige it or any of its
Subsidiaries to create any security or grant any guarantee over its or their
assets (other than pursuant to the Security Documents).  18.4Power and authority It has the
power to enter into, perform and deliver, and has taken all necessary action to
authorise its entry into, performance and delivery of, the Finance Documents to
which it is a party and the transactions contemplated by those Finance
Documents.  51 
   18.5Validity and admissibility in evidence All Authorisations required or desirable:  (a)to enable it lawfully to enter into, exercise its rights and comply
with its obligations in the Finance Documents to which it is a party; and  (b)to make the Facility Documents to which it is a party admissible in
evidence in its jurisdiction of incorporation,  have been
obtained or effected and are in full force and effect.  18.6Governing law and enforcement (a)The choice of law stated as the governing law of any the Facility
Documents to which it is a party will be recognised and enforced in its
jurisdiction of incorporation subject to any general principles of law limiting
its obligations which are specifically referred to in any legal opinion
delivered pursuant to Clause 4 (Conditions of Utilisation).  (b)Any judgement obtained in England in relation to a Facility Document
will be recognised and enforced in its jurisdiction of incorporation subject to
any general principles of law limiting its obligations which are specifically
referred to in any legal opinion delivered pursuant to Clause 4 (Conditions
of Utilisation).  18.7Deduction of Tax Provided that
the Recipient is a Qualifying Recipient, no Obligor is required to make any
deduction for or on account of U.S. federal income tax from any payment it may
make under any Facility Document.  18.8No filing or stamp taxes Save as stated
otherwise in legal opinions obtained in the relevant jurisdiction and delivered
to the Facility Agent and the Company on or prior to the date of this
Agreement, under the law of its jurisdiction of incorporation it is not
necessary that the Facility Documents be filed, recorded or enrolled with any
court or other authority in that jurisdiction or that any stamp, registration
or similar tax be paid on or in relation to the Facility Documents or the
transactions contemplated by the Facility Documents.  18.9No default (a)No Default is continuing or might reasonably be expected to result
from the making of any Utilisation.  (b)No other event or circumstance is outstanding which constitutes a
default under any other agreement or instrument which is binding on it or any
of its Material Subsidiaries or to which its (or any of its Material
Subsidiaries) assets are subject which would have or could reasonably be
expected to have a Material Adverse Effect.  18.10No misleading information (a)Any factual information provided by or on behalf of any member of
the Group for the purposes of the Information Memorandum was true and accurate
in all material respects as at the date it was authorised for distribution.  52 
   (b)The financial projections contained in the Information Memorandum
have been prepared on the basis of recent historical information and on the
basis of assumptions believed to be reasonable at the time made.  (c)Nothing has occurred and been omitted from the Information
Memorandum or occurred since it was authorised for distribution and no
information has been given or withheld that results in the information
contained in the Information Memorandum being untrue or misleading in any
material respect.  18.11Financial statements (a)Its Original Financial Statements were prepared in accordance with
IAS consistently applied and reconciled to GAAP (in accordance with SEC
reporting requirements).  (b)Its Original Financial Statements give a true and fair view of its
financial condition and operations (consolidated in the case of the Company)
during the relevant financial years.  (c)None of the Obligors nor any Material Subsidiary has outstanding any
material liability (contingent or otherwise) which is not disclosed in the
Companys Original Financial Statements.  18.12Pari passu ranking Its payment
obligations under the Finance Documents rank at least pari passu with the
claims of all its other unsecured and unsubordinated creditors, except for
obligations mandatorily preferred by law applying to companies generally in the
relevant jurisdiction.  18.13Litigation (a)The letter describing the Current Material Litigation delivered to
the Facility Agent prior to the date of this Agreement sets out and fairly
describes all litigation claims or proceedings brought against or threatened
against the Company or its Subsidiaries or relating to the Mortgaged Properties
which had been fairly described in writing to the Arranger by the Company on or
before September 13, 2002.  (b)There has been no adverse development in any Current Material
Litigation proceedings which has not been disclosed in the Information
Memorandum or fairly described in writing to the Arranger prior to September
13, 2002 and other than the Current Material Litigation no material litigation
claims or proceedings have been brought or threatened against the Company or
its Subsidiaries (other than, in each case, developments or claims or
proceedings in relation to opt-outs under the Settlement) which could in the
opinion of the Majority Lenders (acting reasonably) if adversely determined or
settled (as so claimed or threatened) have a material adverse effect on the
business, assets, condition (financial or otherwise) or prospects of the
Borrower or the Obligors (taken as a whole) from the date hereof.  18.14No Adverse Consequences (a)It is not necessary under the laws of its jurisdiction of
incorporation nor, in relation to any Facility Document, under the governing
law of that Facility Document:  53 
   (i)in order to enable any Finance Party to enforce rights under any
Facility Document; or  (ii)by reason of the execution of any Facility Document or the
performance by any Finance Party of its obligations under any Facility
Document,  that any
Finance Party should be licensed or qualified to carry on business in that
jurisdiction.  18.15Material Subsidiaries Schedule 14 (Material
Subsidiaries) lists each Material Subsidiary at the date of this
Agreement.  18.16Existing Security Schedule 9 (Existing
Security) lists all Security, other than arising under the Security
Documents or by operation of law, existing over the assets of the Company or
its Subsidiaries on the date of this Agreement.  18.17Existing Financial Indebtedness Schedule 15 (Existing
Financial Indebtedness) sets out all Financial Indebtedness of the
Group outstanding as of the date of this Agreement.  18.18Capital Structure Schedule 16 (Capital
Structure) accurately and completely sets out the ownership
structure of the Group.  18.19Ownership of Properties (a)Schedule 13 (Ownership of Properties) sets forth the
address of each real property that is owned or leased by the Company or any of
its Subsidiaries having a market value or book value in excess of $1,000,000.  (b)As of the Utilisation Date, neither the Company nor any of its
Subsidiaries has received written notice of, or has actual knowledge of, any
pending or contemplated condemnation proceeding affecting any Mortgaged
Property or any sale or disposition thereof in lieu of condemnation which could
reasonably be expected to materially and adversely affect or interfere with the
current use or operation of such Mortgaged Property.  Except as set forth on Schedule 13 (Ownership of Properties),
none of the Mortgaged Properties or any interest therein is subject to any
right of first refusal, option or other contractual right to purchase any such
Mortgaged Property or interest therein.  (c)The Mortgages, when properly recorded in the appropriate records,
together with any Uniform Commercial Code financing statements required to be
filed in connection therewith, will create (i) a valid, perfected first
priority lien on the Mortgaged Properties (including, without limitation, the
fixtures thereon) and the rents therefrom, enforceable as such against creditors
of and purchasers from the Obligors and subject only to Permitted Security, and
(ii) with respect to the financing statements referred above perfected Security
(pursuant to the Uniform Commercial Code of the jurisdictions in which the
property is located) in and to all personalty situated on the Mortgaged
Properties, all in accordance with the terms thereof, in  54 
   each case subject only to any applicable
Permitted Security.  The Permitted
Security does not and will not materially and adversely affect or interfere
with the value, or current use or operation, of the Mortgaged Properties, or
the security intended to be provided by the Mortgages or any Obligors ability
to repay the Loans in accordance with the terms of this Agreement.  Except as insured by a Qualified Title
Insurance Policy, there are no claims for payment for work, labour or materials
affecting the Mortgaged Properties which are or may become a Security prior to,
or of equal priority with the Security created by the Security Documents.  (d)The Company or the relevant Subsidiary has obtained all licenses,
permits, variances, and certificates necessary for the present and contemplated
use and operation of the Mortgaged Properties except where the failure to do so
could not reasonably be expected to materially impair the value of any of the
Mortgaged Properties.  The uses being
made of the Mortgaged Properties are in conformity in all material respects
with the certificate of occupancy or permits for the Mortgaged Properties and
any other restrictions, covenants or conditions affecting the Mortgaged
Properties.  (e)Each of the Company and its Material Subsidiaries has good
marketable (in jurisdictions which recognise the legal concept of marketability)
and insurable title to, or valid leasehold interests in, or easements or other
limited property interests in, or is licensed to use, all its material
properties and assets, including without limitation the Mortgaged Properties,
except for minor defects in title that do not materially interfere with its
ability to conduct its business as currently conducted or to utilize such
properties and assets for their intended purposes.  (f)Each of the Company and its Material Subsidiaries has complied with
all obligations under all leases to which it is a party, except where the
failure to comply would not have a Material Adverse Effect, and all such leases
are in full force and effect, except leases in respect of which the failure to
be in full force and effect could not reasonably be expected to have a Material
Adverse Effect.  Each of the Company and
its Material Subsidiaries enjoys peaceful and undisturbed possession under all
such leases, other than leases which, individually or in the aggregate, are not
material to the Company and its Material Subsidiaries taken as a whole, and in
respect of which the failure to enjoy peaceful and undisturbed possession could
not reasonably be expected to, individually or in the aggregate, result in a
Material Adverse Effect.  (g)Each of the Company and its Material Subsidiaries owns, possesses,
is licensed or otherwise has the right to use, or could   obtain ownership or possession of, on terms
not materially adverse to it, all patents, trademarks, service marks, trade
names, copyrights, licenses and rights with respect thereto necessary for the
present conduct of its business, without any known conflict with the rights of
others, except where such conflicts could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Except
where the same could not reasonably be expected to have a Material Adverse
Effect, no claim has been asserted and is pending by any person challenging or
questioning the use of any such intellectual property or the validity or
effectiveness of any such intellectual property, nor does the Company or any of
its Material Subsidiaries know of any valid basis for any such claim.  55 
   18.20Taxes Each of the
Company and its Subsidiaries has timely filed all federal, foreign and all
other material income tax returns and reports required by law to have been
filed by it and has paid all material taxes and governmental charges due,
except any such taxes or charges which are being diligently contested in good
faith by appropriate proceedings and for which adequate reserves in accordance
with IAS shall have been set aside on its books.  18.21Pension and Welfare Plans (a)No ERISA Event has occurred, is planned or is reasonably expected to
occur which could have a Material Adverse Effect or give rise to a Security
over any assets of the Group.  Each Plan
is maintained and operated in compliance in all material respects with its
terms and the presently applicable provisions of ERISA and the Code except for
non-compliance which could      not
reasonably be expected to have a Material Adverse Effect.  No condition exists or event or transaction
has occurred with respect to any Plan which reasonably might result in an ERISA
Event or in the incurrence by any member of the Group or any ERISA Affiliate of
any liability, fine or penalty which could reasonably be expected to have a
Material Adverse Effect.  Except as
disclosed in the Notes to the Original Financial Statements, no member of the
Group has any contingent liability with respect to post-retirement benefits
coverage provided by any member of the Group under a Welfare Plan, other than
(i) liability for continuation coverage described in Part 6 of Subtitle B
of Title I of ERISA and (ii) liabilities that, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.  (b)Except as could not reasonably be expected to have a Material
Adverse Effect,  (i)each Foreign Plan has been maintained in compliance with its terms
and with the requirements of any and all applicable laws, statutes, rules,
regulations and orders and has been maintained, where required, in good
standing with applicable regulatory authorities, and  (ii)no member of the Group has incurred any obligation in connection
with the termination of or withdrawal from any Foreign Plan.  18.22Environmental Warranties (a)Except as disclosed in Schedule 12 (Environmental Warranties)and
except for conditions that would not reasonably be expected to result in the
Company incurring material Environmental Liabilities, all facilities and
property owned, leased or operated by the Company or any of its Subsidiaries,
and all operations conducted thereon, have been and to the knowledge of the Company
are in material compliance with all Environmental Laws which compliance
includes the possession, maintenance and compliance with Environmental Permits
required and material to the operations of the Company and its Subsidiaries.  (b)Except as disclosed in Schedule 12 (Environmental Warranties),
the Company and its Subsidiaries are not subject to any pending or to the
Companys knowledge material threatened Environmental Claims received by the
Company or any of its Subsidiaries.  56 
   (c)There has been no Release at, on, under, from or affecting any
property now or, to the knowledge of the Company previously owned, leased or
operated by the Company or any of its Subsidiaries that could reasonably be
expected to require Remedial Action the cost of which would be material.  (d)No property now or to the knowledge of the Company previously owned,
leased or operated by the Company or any of its Subsidiaries is listed or
formally proposed for listing on the CERCLIS or on any similar state list of
sites requiring investigation or clean-up, or on the National Priorities List
pursuant to CERCLA.  (e)To the knowledge of the Company, there are no past or present
actions, activities, conditions or occurrences that could reasonably be
expected to prevent the Company or any of its Subsidiaries from complying in
any material respect with, or to result in any material liability under, any
Environmental Law.  (f)No liens have been recorded pursuant to any Environmental Law with
respect to any property or other assets owned by the Company or any of its
Subsidiaries.  (g)Except as disclosed in Schedule 12 (Environmental Warranties),
neither the Company nor any of its Subsidiaries is currently conducting any
Remedial Action pursuant to any Environmental Law nor has the Company or any of
its Subsidiaries assumed by contract, agreement or operation of law any
obligation under Environmental Law.  (h)There are no polychlorinated biphenyls or friable asbestos present
at any property owned, leased or operated by the Company or any Subsidiary the
presence of which could reasonably be expected to result in the Company
incurring material Environmental Liabilities.  18.23Regulations U and X The Loans, the
use of the proceeds thereof, this Agreement and the transactions contemplated
hereby will not result in a violation of or be inconsistent with any provision
of Regulations U or X.  18.24Investment Company Act No member of
the Group is an investment company, or an affiliated person of, or
promoter or principal underwriter for, an investment company, as such
terms are defined in the Investment Company Act of 1940 of the USA, and neither
the making of the Utilisation, nor the application of the proceeds or repayment
thereof by any Obligor, nor the consummation of the other transactions
contemplated hereby, will result in any such designation under such Act or a
violation of any provision of such Act or any rule, regulation or order of the
Securities and Exchange Commission thereunder.  18.25Material Agreements The Company has provided to the Facility
Agent all Material Contracts and to the extent the same could reasonably be
expected to have a Material Adverse Effect no event has occurred or is
continuing which constitutes, or which with the passage of time or giving of
notice or both would constitute, a default or event of default by any member of
the Group under the Material Contract to which any member of the Group is a
party or by which any member of the Group or any of their respective  57 
   properties may be bound or which would
require any member of the Group to make any payment thereunder prior to the
scheduled maturity date therefor.  18.26Security Documents All
representations and warranties contained in the Security Documents are true and
accurate and are not misleading on the date hereof, on the Utilisation Date and
, in relation to the Security Documents relating to assets in the United States
of America, on the date of delivery of an updated Perfection Certificate
pursuant to section 4.01(b) of the U.S. Security Agreement.  18.27Repetition (a)The Repeating Representations are deemed to be made by each Obligor
by reference to the facts and circumstances then existing on:  (i)the date of the Utilisation Request, the date of each Compliance
Certificate and the first day of each Interest Period; and  (ii)in the case of an Additional Guarantor, the day on which the company
becomes (or it is proposed that the company becomes) an Additional Guarantor.  (b)The representations set out in Clause 18.11 (Financial statements) shall
be deemed to be made by each Obligor by reference to the facts and
circumstances then existing on the date of the delivery of the most recent
audited financial statements of the relevant Obligor, save that a reference to
Original Financial Statements in Clause 18.11 (Financial statements) shall
be deemed to mean the most recent audited financial statements of the relevant
Obligor delivered to the Facility Agent.  19.INFORMATION UNDERTAKINGS  The
undertakings in this Clause 19 remain in force from the date of this Agreement
for so long as any amount is outstanding under the Facility Documents or any
Commitment is in force.  19.1Financial statements  The Company shall supply to the Facility
Agent in sufficient copies for all the Lenders:  (a)as soon as the same become available, but in any event within 105
days after the end of each of its Fiscal Years commencing with the Fiscal Year
ended December 31, 2002:  (i)its audited consolidated financial statements for that Fiscal Year;
and  (ii)if requested by the Facility Agent, the audited financial statements
of each Obligor for that Fiscal Year in the form of the Original Financial
Statements of that Obligor, or, if so required by any regulation, in such other
form as may be required to comply with such regulation;  (b)as soon as the same become available, but in any event within 45
days (or in the case of the financial quarter ended September 30, 2002 60 days)
after the end of each of  58 
   its financial quarters commencing with the
quarter ended September 30, 2002, its unaudited consolidated financial
statements for that financial quarter, together with a comparison of the
information contained therein to the Operating Budget for that financial
quarter and an analysis explaining any variations;  (c)as soon as the same shall become available, but in any event within
30 days or, in the case of January and July, 45 days after the end of each
month, other than March, June, September and December and commencing with
November 2002, its  unaudited
consolidated monthly management accounts; and  (d)(in a format reasonably acceptable to the Facility Agent, acting on
the reasonable instructions of the Majority Lenders) an Operating Budget for
the next Fiscal Year no later than the start of each such Fiscal Year, together
with a comparison of the information, estimates, forecasts and projections
contained therein with any relevant information, estimates, forecasts and
projections contained in the Information Memorandum including an analysis
explaining any variations therefrom.  19.2Compliance Certificate (a)The Company shall commencing December 31, 2002 supply to the Facility
Agent, with each set of financial statements delivered pursuant to paragraph
(a) or (b) of Clause 19.1 (Financial statements), a Compliance
Certificate setting out (in reasonable detail) computations as to compliance
with Clause 20 (Financial covenants) as at the date as at which those
financial statements were drawn up and setting out the amount of the Excess
Cash Flow for the financial year to which those financial statements relate.  (b)Each Compliance Certificate shall be signed by two directors of the
Company and, if required to be delivered with the financial statements
delivered pursuant to paragraph (a)(i) of Clause 19.1 (Financial statements), shall
be reported on by the Companys auditors in the form set out in Part II of
Schedule 8 (Form
of Compliance Certificate).  19.3Requirements as to financial statements (a)Each set of financial statements delivered by the Company pursuant
to Clause 19.1 (Financial statements) shall be certified by the chief
financial officer of the relevant company as fairly representing its financial
condition as at the date as at which those financial statements were drawn up.  (b)The Company shall procure that each set of financial statements
delivered pursuant to Clause 19.1 (Financial statements) is prepared using
IAS and, in the case of each set of financial statements delivered pursuant to
paragraphs (a) and (b) of that Clause, reconciled to GAAP (in accordance with
SEC reporting requirements) (in the form agreed with the Facility Agent prior
to the date hereof).  (c)The Company shall procure that each set of financial statements of
an Obligor delivered pursuant to Clause 19.1 (Financial statements) is
prepared using IAS, accounting practices and financial reference periods
consistent with those applied in the preparation of the Original Financial
Statements for that Obligor unless, in relation to any set of financial
statements, it notifies the Facility Agent that there has  59 
   been a change in IAS, the accounting
practices or reference periods and its auditors (or, if appropriate, the
auditors of the Obligor) deliver to the Facility Agent:  (i)a description of any change necessary for those financial statements
to reflect the IAS, accounting practices and reference periods upon which that
Obligors Original Financial Statements were prepared; and  (ii)sufficient information, in form and substance as may be reasonably
required by the Facility Agent, to enable the Lenders to determine whether
Clause 20 (Financial
covenants) has been complied with and make an accurate comparison
between the financial position indicated in those financial statements and that
Obligors Original Financial Statements.  Any reference
in this Agreement to those financial statements shall be construed as a
reference to those financial statements as adjusted to reflect the basis upon
which the Original Financial Statements were prepared.  19.4Information: miscellaneous The Company shall supply to the Facility
Agent (in sufficient copies for all the Lenders, if the Facility Agent so
requests):  (a)all documents dispatched by the Company to its shareholders (or any
class of them) or its creditors generally at the same time as they are
dispatched;  (b)promptly upon becoming aware of them, the details of any litigation
proceedings which are current, threatened or pending against any member of the
Group and which if adversely determined could reasonably be expected to involve
liability to the Group in excess of $1,000,000, and provide updates on any
material developments in any such litigation as soon as possible after such
developments occur and in any event together with any financial statements
delivered pursuant to paragraph (c) of Clause 19.1 (Financial Statements);  (c)promptly on becoming aware of them, updates on any material
developments relating to any Proposed Disposals;  (d)immediately upon becoming aware of the taking of any specific
actions by a member of the Group, ERISA Affiliate or any other person to
terminate any Pension Plan (other than a termination pursuant to Section
4041(b) of ERISA which can be completed without a member of the Group or any
ERISA Affiliate having to provide more than $1,000,000 in addition to the
normal contribution required for the plan year in which termination occurs to
make such Pension Plan sufficient), or the occurrence of an ERISA Event which
could result in a Security or in the incurrence by a member of the Group or
ERISA Affiliate of any liability, fine or penalty which could have a Material Adverse
Effect, or any increase in the contingent liability of a member of the Group
with respect to any post-retirement Welfare Plan benefit if the increase in
such contingent liability could have a Material Adverse Effect, notice thereof
and copies of all documentation relating thereto;  (e)upon request by the Facility Agent, copies of: (i) each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) filed by any
member of the  60 
   Group or ERISA Affiliate with the Internal
Revenue Service with respect to each Pension Plan; (ii) the most recent
actuarial valuation report for each Pension Plan; (iii) all notices received by
any member of the Group or ERISA Affiliate from a Multiemployer Plan sponsor or
any governmental agency concerning an ERISA Event; and (iv) such other
documents or governmental reports or filings relating to any Plan as the
Facility Agent shall reasonably request; and  (f)promptly, such further information regarding the financial
condition, business and operations or assets of any member of the Group as any
Finance Party (through the Facility Agent) may reasonably request.  19.5Notification
of default (a)Each Obligor shall notify the Facility Agent of any Default (and the
steps, if any, being taken to remedy it) promptly upon becoming aware of its
occurrence (unless that Obligor is aware that a notification has already been
provided by another Obligor).  (b)Promptly upon a request by the Facility Agent, the Company shall supply
to the Facility Agent a certificate signed by two of its directors or senior
officers on its behalf certifying that no Default is continuing (or if a
Default is continuing, specifying the Default and the steps, if any, being
taken to remedy it), provided that either:  (i)the Facility Agent reasonably believes that a Default is continuing;
or  (ii)the Facility Agent has been instructed with a separate instruction
for each request by the Majority Lenders to request such certificate.  19.6Use
of websites (a)The Company may satisfy its obligation under this Agreement to
deliver any information in relation to those Lenders ( the Website
Lenders) who accept this method of communication by posting this
information onto an electronic website designated by the Company and the
Facility Agent (the Designated Website) if:  (i)the Facility Agent expressly agrees (after consultation with each of
the Lenders) that it will accept communication of the information by this
method;  (ii)both the Company and the Facility Agent are aware of the address of
and any relevant password specifications for the Designated Website; and  (iii)the information is in a format previously agreed between the Company
and the Facility Agent.  If any Lender (a Paper Form Lender) does not
agree to the delivery of information electronically then the Facility Agent
shall notify the Company accordingly and the Company shall supply the
information to the Facility Agent (in sufficient copies for each Paper Form
Lender) in paper form.  61 
   (b)The Facility Agent shall supply each Website Lender with the address
of and any relevant password specifications for the Designated Website
following designation of that website by the Company and the Facility Agent.  (c)The Company shall promptly upon becoming aware of its occurrence
notify the Facility Agent if:  (i)the Designated Website cannot be accessed due to technical failure;  (ii)the password specifications for the Designated Website change;  (iii)any new information which is required to be provided under this
Agreement is posted onto the Designated Website;  (iv)any existing information which has been provided under this
Agreement and posted onto the Designated Website is amended; or  (v)the Company becomes aware that the Designated Website or any
information posted onto the Designated Website is or has been infected by any
electronic virus or similar software.  If the Company
notifies the Facility Agent under paragraph (c)(i) or paragraph (c)(v) above,
all information to be provided by the Company under this Agreement after the
date of that notice shall be supplied in paper form unless and until the
Facility Agent and each Website Lender is satisfied that the circumstances
giving rise to the notification are no longer continuing.  (d)Any Website Lender may request, through the Facility Agent, one
paper copy of any information required to be provided under this Agreement
which is posted onto the Designated Website. 
The Company shall comply with any such request within ten Borrower
Business Days.  19.7Insurance The Borrower (a) will furnish to the Facility
Agent and the Security Agent prompt written notice of any casualty or other
insured damage to any material portion of any assets of any member of the Group
having a value in excess of $2,000,000 (or the equivalent) or the commencement
of any action or proceeding for the taking of any assets of any member of the
Group having a value in excess of $2,000,000 (or the equivalent) or any part
thereof or interest therein under power of eminent domain or by condemnation or
similar proceeding.  19.8Lenders
Meetings The Company shall during each Fiscal Year
hold a meeting for the Finance Parties in London, New York or Zurich.  20.FINANCIAL
COVENANTS  20.1Financial
Definitions In this Agreement:  Capital
Expenditures means, for any period (a) any and all expenditures
made by the Company or any of its Subsidiaries in such period for assets added
to or reflected  62 
   in its
property, plant and equipment accounts or other similar capital asset accounts
or comparable items or any other capital expenditures that are, or should be,
set forth on a balance sheet statement prepared in accordance with IAS, whether
such asset is purchased for cash or financed as an account payable or by the
incurrence of Financial Indebtedness, accrued as a liability or otherwise and
(b) Capital Lease Obligations of the Company and its Subsidiaries.  Consolidated Current Assets means, with respect to any person as at any date of determination,
the total assets of such person and its consolidated Subsidiaries which should
properly be classified as current assets on a consolidated balance sheet of
such person and its consolidated Subsidiaries in accordance with IAS.  Consolidated
Current Liabilities means, with respect to any person as at any
date of determination, the total liabilities of such person and its
consolidated Subsidiaries which should properly be classified as current
liabilities (other than the current portion of any Loans) on a consolidated
balance sheet of such person and its consolidated Subsidiaries in accordance
with IAS.  Consolidated
EBITDA means, for any period, Consolidated Net Income for such
period:  (a)plus, without duplication and to the extent deducted in determining
such Consolidated Net Income, the sum of:  (i)Consolidated Net Interest Expense for such period;  (ii)consolidated income tax expense for such period;  (iii)all amounts properly attributable to depreciation and amortization
for such period;  (iv)any non-cash deductions from Consolidated Net Income for such period
(other than any deductions which would (or should) require the accrual of a
reserve or the payment of cash charges in any future period);  (v)exceptional or extraordinary losses for such period;  (vi)any transaction costs incurred in connection with the Facilities for
such period;  (vii)any losses incurred from participating interests in associated
undertakings to the extent included in Consolidated Net Income; and  (viii)the aggregate of all corporation and other similar taxes for such
period.  (b)minus, without duplication and to the extent included in determining
such Consolidated Net Income, the sum of:  (i)extraordinary or exceptional gains for such period and any gains
realized in connection with any asset sale during such period;  (ii)non-cash additions to Consolidated Net Income during such period;
and  63 
   (iii)income from participating interests in associated undertakings to
the extent included in Consolidated Net Income all determined on a consolidated
basis in accordance with IAS.  Consolidated Net Cash Flow means, with respect to the Company and its Subsidiaries on a
consolidated basis in relation to any period, the aggregate of Consolidated
EBITDA for that period:  (a)plus any decrease, or minus any increase, in Net Working Capital
during that period;  (b)plus any increase made in cash or minus any decrease paid in cash in
provisions for liabilities and charges made in respect of that period;  (c)plus Disposal Proceeds received in cash and used to prepay the Loan
in accordance with Clause 7.3 (Disposals);  (d)plus to the extent already deducted any exceptional or extraordinary
losses, minus to the extent already included any exceptional or extraordinary
items, in each case, received or made during that period;  (e)minus any dividends paid in respect of minority interests for that
period.  (f)plus any dividends received from other fixed assets investments
during that period;  (g)plus income from participating interests in associated undertakings
to the extent received in cash and minus any payment made to associated
undertakings during that period;  (h)minus Capital Expenditures in respect of that period paid or
contractually required to be paid during that period;  (i)plus realised exchange gains and minus realised exchange losses
charged during that period to the extent not already taken account of in
Consolidated EBITDA for that period; and  (j)minus the aggregate of all corporation or other similar Taxes paid
during that period.  Consolidated
Net Cash Interest Expense means, for any period, Consolidated Net
Interest Expense for such period, less the sum of, to the extent included in
Consolidated Net Interest Expense, (a) pay-in-kind Consolidated Net Interest
Expense recorded in that period, (b) the amortization of any financing fees
paid by, or on behalf of, the Company or any of its Subsidiaries, and (c) the
amortization of debt discounts, if any.  Consolidated
Net Interest Expense means, with respect to the Company and its
Subsidiaries on a consolidated basis for any period, the sum of:  (a)net interest expense for such period, including the amortization of
debt discounts; the amortization of all fees (including fees with respect to
Hedging Agreements) payable in connection with the incurrence of Financial
Indebtedness to the extent included in  64 
   interest expense; the portion of any payments
or accruals with respect to Capital Lease Obligations allocable to interest
expense; and  (b)capitalized interest.  For purposes
of the foregoing, (a) net interest expense shall be determined after giving
effect to any net payments made by the Company and its Subsidiaries with
respect to Hedging Agreementsand (b) in order to give pro forma effect to
the Loans for the purposes of the financial covenants, in the case of any Test
Period which commences prior to the Utilisation Date, net interest expense
shall be increased by an amount equal to $38,800,000 divided by 365 multiplied
by the actual number of days in the period from the first day of that Test
Period to the Utilisation Date.  Consolidated
Net Income means, for any period, the net income or loss of the
Company and its Subsidiaries for such period determined on a consolidated basis
in accordance with IAS; provided that there shall be excluded therefrom:  (a)the income or loss of any person (other than consolidated
Subsidiaries of the Company) in which any other person (other than the Company
or any of its Subsidiaries) has a joint interest, except to the extent of the
amount of dividends or other distributions actually paid to the Company or any
of its Subsidiaries by such person during such period;  (b)any net after-tax gains or losses on disposal of discontinued
operations;  (c)the income or loss of any person accrued prior to the date it
becomes a Subsidiary or is merged into or consolidated with the Company or any
of its Subsidiaries or that persons assets are acquired by the Company or any
of its Subsidiaries; and  (d)the income of any consolidated Subsidiary to the extent that
declaration of payment of dividends or similar distributions by that Subsidiary
of that income is not at the time permitted by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary.  Excess Cash
Flow means, without duplication, for any person for any period for
which such amount is being determined, Consolidated Net Cash Flow minus:  (a)payments of principal under the Loans, if any, pursuant to Clause 6
(Repayment)
made during such period;  (b)voluntary or mandatory prepayments of principal under the Loans, if
any, made during such period (excluding payments required to be made by Clause
7.4 (Excess
Cash Flow)); and  (c)Consolidated Net Cash Interest Expense for that period.  Fixed Charge
Coverage Ratio means, for any Test Period, the ratio of (a) the
Consolidated Net Cash Flow in such Test Period 
to (b) the sum of Consolidated Net Cash Interest Expense for such Test
Period plus the amount of scheduled mandatory  65 
   payments or
prepayments of principal Financial Indebtedness of the Borrower for such Test
Period (excluding payments required to be made by Clause 7.4 (Excess Cash
Flow)).  Interest
Expense Coverage Ratio means, for any Test Period, the ratio of
(a) Consolidated EBITDA to (b) Consolidated Net Cash Interest
Expense, in each case for such Test Period.  Net Working
Capital means, the Consolidated Current Assets (excluding all of
cash at bank and cash in hand), less the aggregate of Consolidated Current
Liabilities (excluding all charges and provisions).  Test Period
means in respect of any date the four consecutive complete fiscal quarters of
the Company then last ended.  Compliance
with such covenants shall be tested, as of the end of each Test Period, on the
date on which the financial statements pursuant to paragraphs (a) and (b) of
Clause 19.1 (Financial Statements) have been, or should have been,
delivered for the applicable fiscal period.  Total
Leverage Ratio means, for any Test Period, the ratio of (a)
Financial Indebtedness of the Company and its Subsidiaries as of such date to
(b) Consolidated EBITDA for such Test Period.  Terms used in
this Clause 20 (Financial Covenants) not otherwise defined have the meanings
given to them by IAS.  20.2Interest
Expense Coverage Ratio The Company
will not permit the Interest Expense Coverage Ratio for any Test Period set
forth below to be less than the ratio set forth below opposite such period:  Test Period
  
  RatioSeptember
  30, 2002
  
  4.50:1December 31,
  2002
  
  4.50:1March 31,
  2003
  
  4.75:1June 30,
  2003
  
  4.75:1September
  30, 2003
  
  5.25:1December 31,
  2003
  
  5.50:1March 31,
  2004 and the last day of each fiscal quarter thereafter
  
  6.00:1  20.3Total
Leverage Ratio The Company
will not permit the Total Leverage Ratio for any Test Period set forth below to
exceed the ratio set forth opposite such period:  66 
   Test Period
  
  RatioSeptember
  30, 2002
  
  3.75:1December 31,
  2002
  
  3.50:1March 31,
  2003
  
  3.50:1June 30,
  2003
  
  3.50:1September
  30, 2003
  
  2.75:1December 31,
  2003
  
  2.50:1March 31,
  2004
  
  2.25:1June 30,
  2004
  
  2.25:1September
  30, 2004 and the last day of each fiscal quarter thereafter
  
  2.00:1  20.4Fixed
Charge Coverage Ratio The Company
will not permit the Fixed Charge Coverage Ratio for any Test Period set forth
below to be less than the ratio set forth below opposite such period:  Test Period
  
  RatioSeptember
  30, 2002
  
  1.10:1December 31,
  2002
  
  1.10:1March 31,
  2003
  
  1.10:1June 30,
  2003
  
  1.10:1September
  30, 2003
  
  1.10:1December 31,
  2003
  
  1.10:1March 31,
  2004
  
  1.25:1June 30,
  2004
  
  1.25:1September
  30, 2004
  
  1.25:1December 31,
  2004
  
  1.25:1March 31,
  2005 and the last day of each fiscal quarter thereafter
  
  1.50:1  67 
   20.5Capital
Expenditures The Company
will not, and will not permit any of its Subsidiaries to make or commit to make
any Capital Expenditures exceeding the amount set forth below (the Base Amount) for each of the Fiscal Years of the Company ended on the dates
set forth below:  Fiscal Year ended
  
  Base Amount (CHF)December 31, 2002
  
  78,000,000December 31, 2003
  
  65,000,000December 31, 2004
  
  67,500,000December 31, 2005
  
  70,000,000December 31, 2006
  
  72,500,000December 31, 2007
  
  75,000,000  provided that
for any period set forth above, the Base Amount set forth above may be increased
for any such period by carrying over to any such period any portion of the Base
Amount (without giving effect to any increase as a result of any carry over
from a prior year) not spent in the immediately preceding period, and that
Capital Expenditures in any period shall be deemed first made from the Base
Amount applicable to such period in any given period.  21.GENERAL
UNDERTAKINGS The
undertakings in this Clause remain in force from the date of this Agreement for
so long as any amount is outstanding under the Facility Documents or any
Commitment is in force.  21.1Authorisations Each Obligor shall promptly:  (a)obtain, comply with and do all that is necessary to maintain in full
force and effect; and  (b)supply certified copies to the Facility Agent of,  any
Authorisation required under any law or regulation of its jurisdiction of
incorporation to enable it to perform its obligations under the Finance
Documents and to ensure the legality, validity, enforceability or admissibility
in evidence in its jurisdiction of incorporation of any Finance Document or
Security created thereby.  68 
   21.2Compliance
with laws Each Obligor
shall comply in all respects with all laws to which it may be subject, if
failure so to comply would materially impair its ability to perform its
obligations under the Finance Documents.  21.3Maintenance
of Properties The Company
will, and will cause each of its Subsidiaries to, maintain, preserve, protect
and keep its material properties and assets in good repair, working order and
condition, reasonable wear and tear excepted and make necessary and proper
repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times provided that
breach of the obligation shall not be capable of constituting an Event of
Default unless such breach could reasonably be expected to have a Material
Adverse Effect.  21.4Insurance (a)The Company will, and will cause each of its Subsidiaries to,
maintain or cause to be maintained with reputable insurance companies (a)
insurance with respect to its properties material to the business of the
Company and its Subsidiaries against such casualties and contingencies and of
such types and in such amounts as is customary in the case of similar
businesses operating in the same or similar locations and (b) all insurance
required to be maintained pursuant to the Security Documents, and will, upon
request of the Facility Agent, furnish to each Lender at reasonable intervals a
certificate of an officer of the Company setting forth the nature and extent of
all insurance maintained by the Company and its Subsidiaries in accordance with
this Clause.  The Company shall ensure
that in relation to each insurance policy which is the subject of Security
under a Security Document:  (i)it may not be cancelled or otherwise terminated without at least
ninety (90) days prior written notice to the Company and the Companys
insurance broker (which shall be a reputable insurance broker) (except in case
of a loss, when the notice period is fourteen (14) days) and the Company will
ensure that from the date falling no later than ten Business Days from the date
of this Agreement, the Companys insurance broker shall undertake to the
Security Agent and the Facility Agent to provide to the Security Agent and
Facility Agent a copy of any such notice within five Business Days of receipt
of such notice  (ii)and to the extent any such policy is cancelled, modified or renewed,
the Company shall deliver a copy of the renewal or replacement policy (or other
evidence thereof) to the Facility Agent and the Security Agent, or insurance
certificate with respect thereto, together with evidence satisfactory to the
Facility Agent and Security Agent of the payment of the premium therefor;  (iii)the Security Agent is permitted to pay any premium therefor and the
insurer is required to give notice to the Company and the Companys insurance
broker of any failure to pay any premium and the Company will ensure that from
the date falling no later than ten Business Days from the date of this
Agreement, the Companys insurance broker shall undertake to the Security Agent
and the Facility Agent to provide to the Security Agent and Facility  69 
   Agent a copy of any such notice within five
Business Days of receipt of such notice;  (iv)the insurance policy shall be endorsed with an obligation on the
insurer to give notice to the Security Agent of any revocation of any payment
instruction referred to in paragraphs (v) and (vi)(B) by the Company or any of
its Subsidiaries;  (v)in respect of real property insurance in respect of real property in
the US, a standing payment instruction is given by the Company to the insurer
to pay all losses in excess of $1,000,000 (other than in respect of third party
claims) to the Security Agent if the Security Agent gives written notice to the
insurer to do so (which notice may only be given when an Event of Default is
continuing);  (vi)with respect to liability insurance, (A) the Security Agent shall be
named as an additional insured in respect of real property liability insurance;
and (B) in respect of non-real property liability insurance, a standing payment
instruction shall be given by the Company to the insurer to pay all losses to
the Security Agent if the Security Agent gives written notice to the insurer to
do so (which notice may only be given when an Event of Default is continuing).  (b)In the event any member of the Group gives the Security Agent
written notice that it does not intend to pay any premium relating to any
insurance policy when due, the Security Agent shall not exercise its right to
pay such premium so long as the Company or such member of the Group delivers to
the Security Agent a replacement insurance policy or insurance certificate
evidencing that such replacement policy or certificate provides the same
insurance coverage required under this Clause 21.4 as the policy being replaced
by such member of the Group with no lapse in such coverage.  21.5Books
and Records; Access The Company
will, and will cause each of its Subsidiaries to, keep books and records which
accurately reflect all of its business affairs and material transactions and
permit the Facility Agent and each Lender or any of their respective
representatives, upon reasonable notice, at reasonable times and intervals, to
visit all of its offices, to discuss its financial matters with its officers
and independent public accountant (provided that the Company shall be given
adequate notice of any such meeting and shall be permitted to attend all
meetings between the Facility Agent and/or any Lender and the independent
public accountant of the Company) and, upon the reasonable request of the
Facility Agent or a Lender, to examine (and, at the expense of the Company,
photocopy extracts from) any of its books or other corporate or partnership records.  21.6Environmental The Company
will, and will cause each of its Subsidiaries to:  (a)use and operate all of its facilities and properties and manage all
Hazardous Materials in compliance in all material respects with all
Environmental Laws and keep all  70 
   Environmental Permits material to the
operations of the Company or its Subsidiaries in effect and remain in material
compliance therewith.  (b)promptly notify the Facility Agent and provide copies of all
Environmental Claims alleging that the Company or its Subsidiaries are in non-compliance
with or potentially liable under Environmental Law where such non-compliance or
liability could reasonably be expected to result in the Company incurring
Environmental Liabilities in excess of $2,000,000 and promptly cure or have
dismissed with prejudice or contest in good faith any actions and proceedings
relating thereto;  (c)in the event of the Release or presence of any Hazardous Material on
any of its properties which is in violation of any Environmental Law, or which
could reasonably be expected to result in Environmental Liability in excess of
$2,000,000, the Company and its Material Subsidiaries, upon discovery thereof,
shall take all necessary steps to initiate and expeditiously complete all
Remedial Action to mitigate and eliminate any such adverse effect in accordance
with and to the extent required by applicable Environmental Laws, and shall
keep the Facility Agent informed of their actions;  (d)at the written request of the Facility Agent or the Majority
Lenders, which request shall specify in reasonable detail the basis therefor,
the Company will provide, at the Companys sole cost and expense, an
environmental site assessment report concerning any property now or hereafter
owned or leased by the Company or any of its Subsidiaries, prepared by an
environmental consulting firm reasonably acceptable to the Facility Agent,
indicating the compliance status of the property under Environmental Law, the
presence or absence of Hazardous Materials on, at, under or emanating to or
from such Property and the potential cost of any Remedial Action required by
Environmental Law, and the nature and status of any Environmental Claim and
Environmental Liability, if in each case such request may be made only if
(i) there has occurred and is continuing an Event of Default or (ii) the
Facility Agent or the Majority Lenders reasonably believe that a member of the
Group or any such property is not in material compliance with Environmental Law
or that circumstances exist that could reasonably be expected to form the basis
of an Environmental Claim against a member of the Group or to result in
Environmental Liability, (in such events as are listed in this subparagraph,
the environmental site assessment shall be focused upon the noncompliance or
other circumstances as applicable) provided that the Environmental Liability is
in excess of $2,000,000.  If the Company
fails to provide the same within 90 days after such request was made, the
Facility Agent may upon giving notice thereof to the Company order the same, and
the Company shall procure that the owner of the relevant property will grant to
the Facility Agent and the Majority Lenders and their agents access to such
property and specifically grants the Facility Agent and the Lenders an
irrevocable non-exclusive license, subject to the rights of tenants, to perform
such an assessment, all at the Companys sole cost and expense; and  (e)provide such information and certifications which the Facility Agent
may reasonably request from time to time to evidence compliance with this
Clause 21.6, provided such requests are limited to information in the
possession of the Company.  71 
   21.7Existence;
Conduct of Business The Company
will, and will cause each of its Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business
provided that failure to do so shall not be an Event of Default unless it could
reasonably be expected to have a Material Adverse Effect.  21.8Performance
of Obligations Each Obligor
will and will cause its respective Subsidiaries to perform all of their
respective obligations under the terms of each mortgage, indenture, Security
Document or other security agreement, other debt instrument and material
contract by which they are bound or to which they are a party, except where
such nonperformance could not reasonably be expected to have a Material Adverse
Effect.  21.9Further
Assurances The Company
will, and will cause each Material Subsidiary to, execute any and all further
documents, financing statements, agreements and instruments, and take all such
further actions (including, without limitation, the payment of any fees and
taxes required in connection with the execution and delivery of the Security
Documents and the filing and recording of all Uniform Commercial Code and other
financing statements, fixture filings, mortgages, deeds of trust and other
documents), which may be required under any applicable law, or which the
Facility Agent, Security Agent or the Majority Lenders may reasonably request,
to effectuate the transactions contemplated by the Facility Documents or to
grant, preserve, protect or perfect the Security created by the Security
Documents or the validity or priority of any such Security, all at the expense
of the Obligors.  The Company also
agrees to provide to the Facility Agent, from time to time upon request,
evidence reasonably satisfactory to the Facility Agent as to the perfection and
priority of the Security created or intended to be created by the Security
Documents.  21.10Use
of Proceeds The Borrower
covenants and agrees that the proceeds of the Loans will be used on the
Utilisation Date for the purposes set out in Clause 3 (Purpose) and no other
purpose.  21.11Hedging
Arrangements The Borrower
or the Company will within 60 days after the Utilisation Date enter into, and
thereafter maintain in effect for a minimum period commencing on the
Utilisation Date and ending on the second anniversary of the Utilisation Date
reasonably satisfactory to the Facility Agent, one or more Hedging Agreements
(which, to the extent entered into with a Finance Party will be secured) fixing
or capping the interest rate on a notional principal amount of indebtedness not
less than or equal to 50% of the sum of the Loans outstanding, having terms and
conditions reasonably acceptable, taking into account current market
conditions, to the Facility Agent.  72 
   21.12Payment
of Taxes The Company
and its Subsidiaries will pay and discharge all material taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits,
or upon any properties belonging to it, prior to the date on which material
penalties attach thereto, and all lawful claims which, if unpaid, might become
a Security or charge upon any properties of such member of the Group or cause a
failure or forfeiture of title thereto; provided that neither such Company nor
any of its Subsidiaries shall be required to pay any such tax, assessment,
charge, levy or claim that is being contested in good faith and by proper
proceedings promptly instituted and diligently conducted, which proceedings
have the effect of preventing the forfeiture or sale of the property or asset
that may become subject to such Security, if it has maintained adequate
reserves with respect thereto in accordance with and to the extent required
under IAS.  21.13Settlement The Company
and the Borrower undertake to ensure that all amounts due under the Settlement
on or prior to November 4, 2002 will be paid on or before November 4, 2002 and
to perform all obligations required to be performed under the Settlement in
accordance with the terms of the Settlement.  21.14Planned Disposals (a)The Obligors undertake to use their reasonable best efforts to agree
and close the Disposal of (i) Sulzer Intra-Therapeutics Inc.; and (ii) the
vascular grafts business of the Group, in accordance with the terms of this
Agreement as soon as reasonably practicable.  (b)The Obligors undertake to use their commercially reasonable best
efforts to agree and close the Disposal of Sulzer Carbomedics Inc., in
accordance with the terms of this Agreement as soon as reasonably practicable.  21.15Material Subsidiaries The Company
shall procure that:  (a)members of the Group that are not Material Subsidiaries shall not at
any time, have in aggregate, EBITDA, revenues or total assets which exceed 10%
of the EBITDA, revenues or total assets of the Group (taken as a whole) in each
case determined as set out in the definition of Material Subsidiary; and  (b)each Material Subsidiary is an Obligor at all times.  21.16Additional
Security The Company
shall procure that each member of the Group which becomes a Material Subsidiary
from time to time will execute such Security Documents as the Security Agent
may reasonably require as soon as practicable and in no event later than 45
days of the relevant company becoming a Material Subsidiary together with such
documentation in support thereof as the Security Agent may reasonably require,
including legal opinions (in form and content satisfactory to the Security
Agent, acting reasonably) from lawyers reasonably acceptable to the Security
Agent.  73 
   21.17Financial
Indebtedness No Obligor
shall (and the Company shall ensure that no other member of the Group will)
incur or permit to subsist any Financial Indebtedness other than Permitted
Financial Indebtedness.  21.18Negative
pledge (a)No Obligor shall (and the Company shall ensure that no other member
of the Group will) create or permit to subsist any Security over any of its
assets.  (b)No Obligor shall (and the Company shall ensure that no other member
of the Group will):  (i)sell, transfer or otherwise dispose of any of its assets on terms
whereby they are or may be leased to or re-acquired by an Obligor or any other
member of the Group;  (ii)sell, transfer or otherwise dispose of any of its receivables on
recourse terms;  (iii)enter into any arrangement under which money or the benefit of a
bank or other account may be applied, set-off or made subject to a combination
of accounts; or  (iv)enter into any other preferential arrangement having a similar
effect,  in each case
in circumstances where the arrangement or transaction is entered into primarily
as a method of raising Financial Indebtedness or of financing the acquisition
of an asset.  (c)Paragraphs (a) and (b) above do not apply to:  (i)any Security listed in Schedule 9 (Existing Security) except to
the extent the principal amount secured by that Security exceeds the amount stated
in that Schedule;  (ii)any netting or set-off arrangement entered into by any member of the
Group in the ordinary course of its banking arrangements for the purpose of
netting debit and credit balances;  (iii)any lien arising by operation of law and in the ordinary course of
business;  (iv)any Security over or affecting any asset acquired by a member of the
Group after the date of this Agreement if:  (A)the
Security was not created in contemplation of the acquisition of that asset by a
member of the Group;  (B)the principal amount secured has not been increased in contemplation
of, or since the acquisition of that asset by a member of the Group; and  (C)the Security is removed or discharged within three months of the
date of acquisition of such asset;  74 
   (v)any Security over or affecting any asset of any company which
becomes a member of the Group after the date of this Agreement, where the
Security is created prior to the date on which that company becomes a member of
the Group, if:  (A)the
Security was not created in contemplation of the acquisition of that company;  (B)the principal amount secured has not increased in contemplation of
or since the acquisition of that company; and  (C)the Security is removed or discharged within three months of that
company becoming a member of the Group;  (vi)any Security entered into pursuant to any Security Document;  (vii)any Security granted pursuant to the Medicare Security Agreement;  (viii)any retention of title arrangement contained in any contract for the
acquisition of any asset by a member of the Group in the ordinary course of
trade from any person in the ordinary course of its trade and on customary
terms.  (ix)deposits securing any bids made or contracts to be entered into by a
member of the Group and any performance bond or letter of credit issued by a
member of the Group in an aggregate principal amount not exceeding $5,000,000
(or the dollar equivalent amount) for all members of the Group at any time;  (x)liens of a bank, broker or securities intermediary on whose records
a deposit account or a securities account of the Company or any Subsidiary is
maintained securing the payment of customary fees and commissions to the bank,
broker or securities intermediary or, with respect to a deposit account, items
deposited but returned unpaid and other unexercised bankers liens;  (xi)Permitted Encumbrances with respect to each of the Mortgaged
Properties as such term is defined in the Mortgages; or  (xii)any lien or rights over cash deposits granted in favour of a
landlord for the purposes of securing performance of rent and service charge
obligations incurred properly in connection with its business under licences,
subleases or leases of real property, provided that such lien is discharged
within 45 days after the date such lien should have been discharged under any
arrangement with the beneficiary of such lien of the amount owing in respect
thereof becoming due;  (xiii)Security arising pursuant to an order of attachment or injunction
restraining disposal of assets or similar legal process arising in connection
with court proceedings which are contested by any member of the Group in good
faith by appropriate proceedings with a reasonable prospect of success provided
that, such Security (i) does not secure assets exceeding a value of  75 
   $10,000,000 (or its equivalent amount in
another currency) and (ii) is removed or discharged within one year of the creation
of such Security;  (xiv)any Security securing indebtedness the principal amount of which,
when aggregated with the principal amount of any other indebtedness which has
the benefit of Security given by any member of the Group other than permitted under
paragraphs (i) to (xiii) above, does not exceed $5,000,000 (or its equivalent
in another currency or currencies);  21.19Disposals (a)No Obligor shall (and the Company shall ensure that no other member
of the Group will), enter into a single transaction or a series of transactions
(whether related or not) and whether voluntary or involuntary to sell, lease,
transfer or otherwise dispose of any Equity Interests or Equity Rights in any
member of the Group, and including any issue of any Equity Interests or Equity
Rights in any member of the Group other than the Company or make any other
Disposal.  (b)Paragraph (a) above does not apply to any Disposal:  (i)made in the ordinary course of trading of the disposing entity;  (ii)which is a Proposed Disposal;  (iii)where the higher of the market value (as determined in good faith by
the relevant Obligor) or consideration receivable (when aggregated with the
higher of the market value (as determined in good faith by the relevant
Obligor) or consideration receivable for any other Disposal, other than any
permitted under paragraphs (i) and (ii) above) does not exceed $10,000,000 (or
its equivalent in another currency or currencies) or such higher amount as may
be agreed by the Majority Lenders in any financial year;  (iv)of a Permitted Investment;  (v)for cash of obsolete or worn out assets in the ordinary course of
business of the disposing entity;  (vi)which is a transaction permitted by Clause 21.22 (Restricted
Investments);  (vii)between Unconditional Obligors;  (viii)which is a licence or a lease of intellectual property entered into
in the ordinary course of business;  (ix)by a Guarantor to another member of the Group of any asset with a
market value (as determined in good faith by the relevant Guarantor) or
consideration receivable of less than $10,000,000 in aggregate;  (x)by a member of the Group which is not a Guarantor to any other
member of the Group; or  76 
   (xi)where the net proceeds of such Disposal to be received in cash are
sufficient to repay in full all amounts outstanding under the Facility
Documents and are applied to repay in full all amounts outstanding under the
Facility Documents immediately on receipt.  provided that
any Disposal permitted by paragraphs (ii) and (iii) above (other than as
permitted in the letter referred to in the definition of Proposed Disposals)
shall be made for fair value and on terms that on the completion of such
transaction the relevant member of the Group will receive cash in an amount
equal to at least 90% or, in the case of transactions completing while the
Tranche A Loans have not been fully repaid, 75% of the maximum total
consideration payable in respect of that transaction, and any consideration not
paid in cash on completion will be payable prior to the Final Maturity Date and
provided further that any cash consideration from such transactions shall be
applied in accordance with Clause 7 (Prepayment and Cancellation).  21.20Merger No Obligor
shall and the Company shall ensure that no other member of the Group will enter
into any amalgamation, demerger, merger or corporate reconstruction except (a)
with another member of the Group provided that the surviving entity in any such
Merger is an Obligor other than where both merging entities are not Obligors
(and if either of the merging Obligors is an Unconditional Obligor such
surviving entity is an Unconditional Obligor) and that such Merger is not
adverse to the interests of the Finance Parties or (b) pursuant to a Proposed
Disposal.  21.21Change
of business The Company
shall procure that no substantial change is made to the general nature of the
business of the Company or the Group from that carried on at the date of this
Agreement.  21.22Restricted Investments The Company
will not, and will not permit any of
its Subsidiaries to, directly or indirectly, purchase, hold or acquire
(including pursuant to any merger with any person that was not a wholly owned
Subsidiary prior to such merger) any Equity Interests in or evidences of
Financial Indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets
of any other person constituting a business unit (each of the foregoing, an Investment
and collectively, Investments), except:  (a)Permitted Investments;  (b)Investments existing on the date hereof (or in respect of which a
binding commitment to make such investment exists on the date hereof) and set
out in Schedule 17 (Existing Investments) or expressly
permitted in the letter referred to the definition of the Proposed Disposals;  77 
   (c)Investments by an Unconditional Obligor in another Unconditional
Obligor; provided that any such Investment shall be the subject of security in
favour of the Finance Parties pursuant to a Security Document;  (d)Investments by an Unconditional Obligor in Equity Interests in other
members of the Group in an aggregate amount not to exceed $10,000,000 (or its
equivalent) at any time provided that any such Investment shall be the subject
of security in favour of the Finance Parties pursuant to a Security Document;  (e)Investments constituting Permitted Financial Indebtedness;  (f)Investments received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with,
customers and suppliers, in each case in the ordinary course of business;  (g)loans and advances to employees of the Company or its Subsidiaries
in the ordinary course of business (including, without limitation, for travel,
entertainment and relocation expenses) not to exceed $2,000,000 in the
aggregate at any time outstanding;  (h)amounts of credit allowed by the relevant member of the Group in the
ordinary course of trading with third parties;  (i)non-cash consideration from permitted disposals in accordance with
Clause 21.19 (Disposals);  (j)Investments in connection with any employee share plan in an
aggregate principal amount not exceeding $8,000,000 for the Group taken as a
whole;  (k)Investments in the shares of the Company made with a view to
maintaining liquidity of such shares in the market having an aggregate market
value not exceeding $2,000,000 (or the equivalent amount in other currencies);
and  (l)other Investments in addition to those permitted by (a) to (k) above
not in excess of $10,000,000 outstanding at any time.  21.23Restricted
Payments The Company
will not, and will not permit any Subsidiary to, directly or indirectly,
declare or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except:  (a)Subsidiaries may declare and pay dividends rateably with respect to
their Equity Interests;  (b)the Company may pay dividends consisting solely of shares of its
common stock; and  (c)the Company and any Subsidiary which is not a Material Subsidiary
may purchase, redeem or acquire any of its Equity Interests or Equity Rights
from any of its or its Subsidiaries present or former officers or employees
upon the death, disability or termination of employment of such officer or
employee, so long as the aggregate  78 
   amount of payments under this clause (c)
shall not exceed $2,000,000 in any financial year and $10,000,000 in the
aggregate since the date of this Agreement.  21.24Transactions
with Affiliates The Company
will not, and will not permit any Subsidiary to, directly or indirectly, sell,
lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except:  (a)(i) transactions that are at prices and on terms and conditions not
less favorable to the Company or such Subsidiary than could be obtained on an
arms-length basis from unrelated third parties, (ii) in the event that such
transaction involves aggregate payments or transfers of property or services
with a fair market value in excess of $5,000,000, the terms of such transaction
shall be approved by a majority of the Companys board of directors (including
a majority of the disinterested members thereof), the approval of which is
evidenced by a board resolution stating that the board of directors has
determined that such transaction complies with these provisions, and (iii) in
the event that such transaction involves aggregate payments or transfers of
property or services with a fair market value in excess of $20,000,000, the
Company shall, prior to the consummation thereof, obtain a favorable opinion as
to the fairness of such transaction to the Company and the relevant Subsidiary
(if any) from a financial point of view from an independent financial advisor
and provide the same to the Facility Agent;  (b)transactions between or among the Unconditional Obligors not
involving any other Affiliate and transactions among Subsidiaries not involving
any Unconditional Obligors;  (c)any Restricted Payment permitted by Clause 21.23 (Restricted
Payments); and  (d)any Investments permitted by Clause 21.22 (Restricted Investments).  21.25Restrictive
Agreements The Company
will not, and will not permit any Subsidiary to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon:  (a)the ability of the Company or any Subsidiary to create, incur or
permit to exist any Security upon any of its property or assets, or  (b)the ability of any Subsidiary to pay dividends or other
distributions with respect to any of its Equity Interests or to make or repay
loans or advances to any member of the Group or to Guarantee Indebtedness of
any member of the Group or to transfer property to any member of the Group;  provided that
the foregoing shall not apply to:  (i)conditions imposed by law or by any Finance Document;  (ii)assets encumbered by Permitted Security as long as such restriction
applies only to the asset encumbered by such Permitted Security; and  79 
   (iii)customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary (or the assets of a Subsidiary) pending
such sale, provided such restrictions and conditions apply only to the
Subsidiary that is to be sold (or whose assets are to be sold) and such sale is
permitted hereunder.  Paragraph (a) shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof.  21.26Amendments
or Waivers of Certain Documents; Prepayments of Indebtedness (a)The Company will not, and will not permit any Subsidiary to,
directly or indirectly, amend or otherwise change (or waive) the terms of its
constitutional documents, the Settlement, the Medicare Settlement Agreement,
Material Contracts, or the documents governing any Financial Indebtedness
outstanding as of the date hereof, in each case, in a manner materially adverse
to the Lenders.  (b)The Borrower will not, and will not permit any Subsidiary to, make
(or give any notice in respect of) any voluntary or optional payment or
prepayment of any amounts scheduled to be paid under any Existing Financial
Indebtedness or the Medicare Settlement Agreement except as permitted by the
Intercreditor Agreement.  21.27Financial
Year The Company
will not change its financial year end.  22.EVENTS OF
DEFAULT Each of the
events or circumstances set out in this Clause is an Event of Default.  For the purposes of Clauses 22.6 (Insolvency)
and 22.7 (Insolvency
Proceedings) only, a reference to Material Subsidiary will only include
a reference to the Borrower and any Material Subsidiary of the Company which
satisfies any of the 5% tests set out in paragraphs (a), (b) and (c) of the
definition of Material Subsidiary or which would satisfy any of those tests if
its EBITDA, revenues or total assets were aggregated with the EBITDA, revenues
or total assets of any other Material Subsidiary in respect of which any of the
events or circumstances set out in Clause 22.6 (Insolvency) or Clause 22.7 (Insolvency
Proceedings) has occurred and is continuing.  22.1Non-payment An Obligor does not pay on the due date any
amount payable pursuant to a Facility Document at the place at and in the
currency in which it is expressed to be payable unless:  (a)its failure to pay is caused by administrative or technical error;
and  (b)if the payment is not of the principal amount of a Loan, payment is
made within 3 Business Days of its due date.  22.2Financialcovenants Any
requirement of Clause (Financial covenants) is not satisfied.  80 
   22.3Other
obligations (a)An Obligor does not comply with any provision of the Facility
Documents (other than those referred to in Clause 22.1 (Non-payment) and Clause 22.2
(Financial
covenants)).  (b)No Event of Default under paragraph (a) above will occur if the
failure to comply is capable of remedy and is remedied within 30 days of the
Facility Agent giving notice to the Company or the Company becoming aware of
the failure to comply.  22.4Misrepresentation Any representation
or statement made or deemed to be made by an Obligor in the Facility Documents
or any other document delivered by or on behalf of any Obligor under or in
connection with any Facility Document is or proves to have been incorrect or
misleading in any material respect when made or deemed to be made unless the
circumstances giving rise to such statement or representation being misleading
or incorrect are capable of being remedied and have been remedied within 30
days of the statement or representation.  22.5Cross
default (a)Any Financial Indebtedness of any member of the Group is not paid
when due nor within any originally applicable grace period.  (b)Any Financial Indebtedness of any member of the Group is declared to
be or otherwise becomes due and payable prior to its specified maturity as a
result of an event of default (however described).  (c)Any commitment for any Financial Indebtedness of any member of the
Group is cancelled or suspended by a creditor of any member of the Group as a
result of an event of default (however described).  (d)Any creditor of any member of the Group becomes entitled to declare
any Financial Indebtedness of any member of the Group due and payable prior to
its specified maturity as a result of an event of default (however described).  (e)No Event of Default will occur under this Clause if the aggregate
amount of Financial Indebtedness or commitment for Financial Indebtedness
falling within paragraphs (a) to (d) above is less than $5,000,000 (or its
equivalent in any other currency or currencies).  22.6Insolvency (a)The Company or any Material Subsidiary is unable or admits inability
to pay its debts as they fall due, suspends making payments on any of its debts
or, by reason of actual or anticipated financial difficulties, commences
negotiations with one or more of its creditors with a view to rescheduling any
of its indebtedness.  (b)The value of the assets of the Company or any Material Subsidiary is
less than its liabilities (taking into account contingent and prospective
liabilities other than in respect of  (i)Centerpulse Dental Inc., provided that the value of its assets would
exceed its liabilities if that part of its liabilities comprising debts due to
other  81 
   members of the Group which are the subject of
Security in favour of the Finance Parties were excluded; and  (ii)The Borrower.  (c)A moratorium is declared in respect of any indebtedness of the
Company or any Material Subsidiary.  22.7Insolvency
proceedings Any corporate action, legal proceedings or
other procedure or step is taken in relation to:  (a)the suspension of payments, a moratorium of any indebtedness,
winding-up, dissolution, administration or reorganisation (by way of voluntary
arrangement, scheme of arrangement or otherwise) of the Company or any Material
Subsidiary;  (b)a composition, assignment or arrangement with any creditor of the
Company or any Material Subsidiary;  (c)the appointment of a liquidator of the Company or any Material
Subsidiary, receiver, administrator, administrative receiver, compulsory
manager or other similar officer in respect of the Company or any Material
Subsidiary or any of its assets; or  (d)enforcement of any Security over any assets of the Company or any
Material Subsidiary (save where neither the Company nor the Material Subsidiary
received notice of the enforcement of such Security),  or any
analogous procedure or step is taken in any jurisdiction.  22.8Creditors
process Any adverse
judgement expropriation, attachment, sequestration, distress or execution
affects any asset or assets of the Company or any Material Subsidiary having an
aggregate value not paid or covered by insurance of $5,000,000 is not
discharged within 30 days unless the same is being appealed in good faith by
appropriate proceedings.  22.9Ownership
of the Obligors An Obligor
(other than the Company) is not or ceases to be a Subsidiary of the Company
other than pursuant to a Proposed Disposal.  22.10Unlawfulness It is or
becomes unlawful for an Obligor to perform any of its obligations under the
Finance Documents.  22.11Repudiation An Obligor
repudiates a Finance Document or evidences a clear intention to repudiate a
Finance Document or a Facility Document ceases to be valid and binding and in
full force and effect.  22.12Material
adverse change The occurrence, in the sole opinion of the
Majority Lenders (acting reasonably), of any material adverse change in the
business, assets, condition (financial or otherwise)  82 
   or prospects of the Borrower or the Obligors
(taken as a whole) from the date of this Agreement.  22.13Cessation of Business The Company or any Material Subsidiary
suspends, ceases or threatens to suspend or cease to carry on all or a
substantial part of its business.  22.14Change of Control A Change of Control occurs.  22.15Purpose The proceeds of
the Loans are used by the Borrower for any purpose other than the purposes set
out in Clause 21.10 (Use of Proceeds).  22.16Audit Qualification Any audit of the
accounts of the Company or any Obligor contains a qualification which has or
could reasonably be expected to have or indicates that there could be
circumstances which have or could reasonably be expected to have, a Material
Adverse Effect.  22.17Litigation Any material
litigation claim is made or threatened which is determined by the Majority
Lenders to have a reasonable likelihood of resulting in a settlement or adverse
judgement and if so determined or settled as claimed or threatened would have a
material adverse effect on the business, assets, condition (financial or
otherwise) or prospects of the Borrower or the Obligors (taken as a whole) from
the date of this Agreement.  22.18ERISA
Event An ERISA Event
occurs which could reasonably be expected to result in the incurrence by any
member of the Group or ERISA Affiliate of any liability, obligation, fine or
penalty in excess of $5,000,000.  22.19Insurance Any member of
the Group, permits the revocation of any policy maintained for the purpose of
complying with Clause 21.4(Insurance) or the revocation of any
payment instruction referred to in paragraphs (v) or (vi)(B) of that Clause.  22.20Acceleration On and at any time after the occurrence of an
Event of Default which is continuing the Facility Agent may, and shall if so
directed by the Majority Lenders, by notice to the Company:  (a)cancel the Total Commitments whereupon they shall immediately be
cancelled;  (b)declare that all or part of the Loans, together with accrued
interest, and all other amounts accrued or outstanding under the Finance
Documents be immediately due and payable, whereupon they shall become
immediately due and payable; and/or  83 
   (c)declare that all or part of the Loans be payable on demand,
whereupon they shall immediately become payable on demand by the Facility Agent
on the instructions of the Majority Lenders.  22.21Automatic
Acceleration If any of the
events described in Clauses 22.6 (Insolvency) and 22.7 (Insolvency Proceedings)
shall occur, the Total Commitments (if not already cancelled) shall immediately
be cancelled and the outstanding principal amount of all outstanding Loans
together with accrued interest, and all other amounts accrued or outstanding
under the Finance Documents shall become immediately due and payable, without
notice or demand, both of which are hereby waived by the Borrower.  84 
   SECTION 9 CHANGES TO PARTIES  23.CHANGES
TO THE LENDERS  23.1Assignments
and transfers by the Lenders (a)Subject to this Clause, a Lender (the Existing Lender) may without
the consent of the Obligors, freely:  (i)assign any of its rights; or  (ii)transfer by novation any of its rights and obligations,  to another
bank or financial institution or to a trust, fund or other entity which is
regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets (the New Lender).  (b)Any assignment of rights or transfers of rights and obligations by
an Existing Lender shall, for purposes of Italian law, be deemed to constitute
a cessione del creditoor a cessione del contrattorespectively.  23.2Conditions
of assignment or transfer (a)An assignment will only be effective on receipt by the Facility
Agent of written confirmation from the New Lender (in form and substance
satisfactory to the Facility Agent) that the New Lender will assume the same
obligations to the other Finance Parties as it would have been under if it was
an Original Lender and the recording of such assignment by the Facility Agent
in the Register.  (b)An assignment or transfer will only be effective if such assignment
or transfer is in respect of a Commitment of at least $1,000,000, in the case
of the Dollar Facilities or 1,000,000, in the case of the Euro Facilities (or,
if less, the entire Commitment of the relevant assignor or transferor).  (c)A transfer will only be effective if the procedure set out in Clause
23.5 (Procedure
for transfer) is complied with.  (d)If:  (i)a Lender assigns or transfers any of its rights or obligations under
the Facility Documents or changes its Facility Office; and  (ii)as a result of circumstances existing at the date the assignment,
transfer or change occurs, an Obligor would be obliged to make a payment to the
New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up
and indemnities) or Clause 13 (Increased Costs),  then the New
Lender or Lender acting through its new Facility Office is only entitled to
receive payment under those Clauses to the same extent as the Existing Lender
or Lender acting through its previous Facility Office would have been if the
assignment, transfer or change had not occurred.  85 
   23.3Assignment
or transfer fee The New Lender
shall, on the date upon which an assignment or transfer takes effect, pay to
the Facility Agent (for its own account) a fee of $3,500.  23.4Limitation
of responsibility of Existing Lenders (a)Unless expressly agreed to the contrary, an Existing Lender makes no
representation or warranty and assumes no responsibility to a New Lender for:  (i)the legality, validity, effectiveness, adequacy or enforceability of
the Finance Documents or any other documents;  (ii)the financial condition of any Obligor;  (iii)the performance and observance by any Obligor of its obligations
under the Finance Documents or any other documents; or  (iv)the accuracy of any statements (whether written or oral) made in or
in connection with any Finance Document or any other document,  and any
representations or warranties implied by law are excluded.  (b)Each New Lender confirms to the Existing Lender and the other Finance
Parties that it:  (i)has made (and shall continue to make) its own independent
investigation and assessment of the financial condition and affairs of each
Obligor and its related entities in connection with its participation in this
Agreement and has not relied exclusively on any information provided to it by
the Existing Lender in connection with any Finance Document; and  (ii)will continue to make its own independent appraisal of the
creditworthiness of each Obligor and its related entities whilst any amount is
or may be outstanding under the Finance Documents or any Commitment is in
force.  (c)Nothing in any Finance Document obliges an Existing Lender to:  (i)accept a re-transfer from a New Lender of any of the rights and
obligations assigned or transferred under this Clause; or  (ii)support any losses directly or indirectly incurred by the New Lender
by reason of the non-performance by any Obligor of its obligations under the
Finance Documents or otherwise.  23.5Procedure
for transfer (a)Subject to the conditions set out in Clause 23.2 (Conditions
of assignment or transfer) a transfer is effected in accordance with
paragraph (b) below when the Facility Agent executes an otherwise duly
completed Transfer Certificate delivered to it by the Existing Lender and the
New Lender.  The Facility Agent shall,
as soon as reasonably practicable after receipt by it of a duly completed
Transfer Certificate appearing on its face to comply with the terms of this
Agreement and delivered in accordance with the terms of this Agreement, execute
that Transfer Certificate.  86 
   (b)On the Transfer Date:  (i)to the extent that in the Transfer Certificate the Existing Lender
seeks to transfer by novation its rights and obligations under the Facility
Documents each of the Obligors and the Existing Lender shall be released from
further obligations towards one another under the Facility Documents and their
respective rights against one another under the Facility Documents shall be
cancelled (being the Discharged Rights and Obligations);  (ii)each of the Obligors and the New Lender shall assume obligations
towards one another and/or acquire rights against one another which differ from
the Discharged Rights and Obligations only insofar as that Obligor and the New
Lender have assumed and/or acquired the same in place of that Obligor and the
Existing Lender;  (iii)the Facility Agent, the Security Agent, the Arranger, the New Lender
and other Lenders shall acquire the same rights and assume the same obligations
between themselves as they would have acquired and assumed had the New Lender
been an Original Lender with the rights and/or obligations acquired or assumed
by it as a result of the transfer and to that extent the Facility Agent, the
Security Agent, the Arranger and the Existing Lender shall each be released
from further obligations to each other under the Facility Documents; and  (iv)the New Lender shall become a Party as a Lender, and the rights of
the Existing Lender under the Security Documents shall inure to the benefit of
the New Lender and the Register shall be amended accordingly.  (c)Any assignment or transfer under this Clause 23 shall, for the
purposes of Italian law, be deemed to constitute a cessione del contratto.  23.6Disclosure
of information Any Lender may disclose to any of its
Affiliates and any other person:  (a)to (or through) whom that Lender assigns or transfers (or may
potentially assign or transfer) all or any of its rights and obligations under
this Agreement;  (b)with (or through) whom that Lender enters into (or may potentially
enter into) any sub-participation in relation to, or any other transaction
under which payments are to be made by reference to, this Agreement or any
Obligor; or  (c)to whom, and to the extent that, information is required to be
disclosed by any applicable law or regulation,  any
information about any Obligor, the Group and the Finance Documents as that
Lender shall consider appropriate if, in relation to paragraphs (a) and (b)
above, the person to whom the information is to be given has entered into a
Confidentiality Undertaking.  87 
   24.CHANGES
TO THE OBLIGORS  24.1Assignments
and transfer by Obligors No Obligor may
assign any of its rights or transfer any of its rights or obligations under the
Finance Documents.  24.2Additional
Guarantors (a)The Company shall provide that each of its Material Subsidiaries
other than the Borrower and the Original Guarantors becomes an Additional
Guarantor within 30 days of becoming a Material Subsidiary.  That Subsidiary shall become an Additional
Guarantor when:  (i)the Company delivers to the Facility Agent a duly completed and
executed Accession Letter; and  (ii)the Facility Agent has received all of the documents and other
evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to that
Additional Guarantor, each in form and substance satisfactory to the Facility
Agent.  (b)The Facility Agent shall notify the Company promptly upon being
satisfied that it has received (in form and substance satisfactory to it) all
the documents and other evidence listed in Part II of Schedule 2 (Conditions
precedent).  (c)Any entity incorporated or established in the Republic of France
that may become a Material Subsidiary under this Agreement in the future, shall
become an Additional Guarantor only to the extent that the obligations and
liabilities of such entity as Additional Guarantor would not or would not
reasonably be expected to constitute a misuse of corporate assets or credit as
defined under article L.242-6 3 ̊ of the French Commercial Code.  24.3Repetition
of Representations Delivery of an
Accession Letter constitutes confirmation by the relevant Subsidiary that the
Repeating Representations are true and correct in relation to it as at the date
of delivery as if made by reference to the facts and circumstances then
existing.  24.4Resignation
of a Guarantor (a)The Company may request that a Guarantor (other than the Company)
ceases to be a Guarantor by delivering to the Facility Agent a Resignation
Letter.  (b)The Facility Agent shall accept a Resignation Letter and notify the
Company and the Lenders of its acceptance if:  (i)no Default is continuing or would result from the acceptance of the
Resignation Letter (and the Company has confirmed this is the case); and  (ii)either that Guarantor has ceased to be a member of the Group in
accordance with the terms of this Agreement or the proviso in the definition of
Material Subsidiary shall still be satisfied or the Majority Lenders have
consented to the Companys request.  88 
   SECTION 10 THE FINANCE PARTIES  25.ROLE
OF THE AGENTS AND THE ARRANGER  25.1Appointment
of the Agents (a)Each other Finance Party appoints the Facility Agent to act as its
facility agent in connection with the Facilities and this Agreement and
appoints the Security Agent to act as its security agent in connection with the
Facilities and this Agreement.  (b)Each other Finance Party authorises each Agent to exercise the
rights, powers, authorities and discretions specifically given to each Agent
under or in connection with the Finance Documents together with any other
incidental rights, powers, authorities and discretions.  In particular, each Finance Party expressly
authorises each Agent to act under a conflict of interest (including a
situation in which any such Agent acts simultaneously in the name and/or on
behalf (a) of any Finance Party on the one hand, and (b) of any Obligor, on the
other hand) solely in relation to the Finance Documents.  (c)With specific reference to the Italian Pledge, each other Finance
Party hereby irrevocably appoints and authorises the Security Agent, with power
to execute, deliver and perform, including by exercise of any of its rights and
remedies thereunder, the Italian Pledge on its name and on its behalf.  Accordingly, each Finance Party confirms to
be bound by all the terms and conditions of the Italian Pledge, and expressly
grants the power to enforce it in any jurisdiction.  (d)In particular, each other Finance Party authorises the Security
Agent, with power to sub-delegate, to execute on its behalf notarial deeds
containing each of the following German-law governed share pledge agreements,
each to be entered into with the Finance Parties as pledgees, as well as any
amendments thereto, including if required in the context of a syndication or
other change of Lender:  (i)share pledge granted by Centerpulse Ltd. in relation to its shares
in Centerpulse Germany Holding GmbH;  (ii)share pledge granted by Centerpulse Germany Holding GmbH in relation
to its shares in Sulzer Cardiovascular GmbH;  (iii)share pledge granted by Centerpulse Germany Holding GmbH in relation
to its shares in Centerpulse Germany GmbH; and  (iv)share pledge granted by Centerpulse Dental Inc. in relation to 65%
of the shares in Centerpulse Dental GmbH.  25.2Duties
of the Agents (a)Each Agent shall promptly forward to a Party the original or a copy
of any document which is delivered to each Agent for that Party by any other
Party.  89 
   (b)Except where a Finance Document specifically provides otherwise,
each Agent is not obliged to review or check the adequacy, accuracy or completeness
of any document it forwards to another Party.  (c)If an Agent receives notice from a Party referring to this
Agreement, describing a Default and stating that the circumstance described is
a Default, it shall promptly notify the Finance Parties.  (d)If an Agent is aware of the non-payment of any principal, interest,
commitment fee or other fee payable to a Finance Party (other than an Agent or
the Arranger) under this Agreement it shall promptly notify the other Finance
Parties.  (e)An Agents duties under the Finance Documents are solely mechanical
and administrative in nature.  25.3Role
of the Arranger Except as
specifically provided in the Finance Documents, the Arranger has no obligations
of any kind to any other Party under or in connection with any Finance
Document.  25.4No
fiduciary duties (a)Nothing in this Agreement constitutes an Agent or the Arranger as a
trustee or fiduciary of any other person.  (b)Neither an Agent nor the Arranger shall be bound to account to any
Lender for any sum or the profit element of any sum received by it for its own
account.  25.5Business
with the Group Each Agent and
the Arranger may accept deposits from, lend money to and generally engage in
any kind of banking or other business with any member of the Group.  25.6Rights
and discretions of Agents (a)Each Agent may rely on:  (i)any representation, notice or document believed by it to be genuine,
correct and appropriately authorised; and  (ii)any statement made by a director, authorised signatory or employee
of any person regarding any matters which may reasonably be assumed to be
within his knowledge or within his power to verify.  (b)Each Agent may assume (unless it has received notice to the contrary
in its capacity as Agent for the Lenders) that:  (i)no Default has occurred (unless it has actual knowledge of a Default
arising under Clause (Non-payment));  (ii)any right, power, authority or discretion vested in any Party or the
Majority Lenders has not been exercised; and  90 
   (iii)any notice or request made by the Company (other than the
Utilisation Request or Selection Notice) is made on behalf of and with the
consent and knowledge of all the Obligors.  (c)Each Agent may engage, pay for and rely on the advice or services of
any lawyers, accountants, surveyors or other experts.  (d)Each Agent may act in relation to the Finance Documents through its
personnel and agents.  (e)Each Agent may disclose to any other Party any information it
reasonably believes it has received as agent under this Agreement.  (f)Notwithstanding any other provision of any Finance Document to the
contrary, neither an Agent nor the Arranger is obliged to do or omit to do
anything if it would or might in its reasonable opinion constitute a breach of
any law or regulation or a breach of a fiduciary duty or duty of
confidentiality.  25.7Majority
Lenders instructions (a)Unless a contrary indication appears in a Finance Document, each
Agent shall (i) exercise any right, power, authority or discretion vested in it
as Agent in accordance with any instructions given to it by the Majority
Lenders (or, if so instructed by the Majority Lenders, refrain from exercising
any right, power, authority or discretion vested in it as Agent) and (ii) not
be liable for any act (or omission) if it acts (or refrains from taking any
action) in accordance with an instruction of the Majority Lenders.  (b)Unless a contrary indication appears in a Finance Document, any
instructions given by the Majority Lenders will be binding on all the Finance
Parties.  (c)Each Agent may refrain from acting in accordance with the
instructions of the Majority Lenders (or, if appropriate, the Lenders) until it
has received such security as it may require for any cost, loss or liability
(together with any associated VAT) which it may incur in complying with the
instructions.  (d)In the absence of instructions from the Majority Lenders, (or, if
appropriate, the Lenders) each Facility Agent may act (or refrain from taking
action) as it considers to be in the best interest of the Lenders.  (e)Each Facility Agent is not authorised to act on behalf of a Lender
(without first obtaining that Lenders consent) in any legal or arbitration
proceedings relating to any Finance Document.  25.8Responsibility
for documentation Neither Agent, nor the Arranger:  (a)is responsible for the adequacy, accuracy and/or completeness of any
information (whether oral or written) supplied by such Agent, the Arranger, an
Obligor or any other person given in or in connection with any Finance Document
or the Information Memorandum; or  91 
   (b)is responsible for the legality, validity, effectiveness, adequacy
or enforceability of any Finance Document or any other agreement, arrangement
or document entered into, made or executed in anticipation of or in connection
with any Finance Document.  25.9Exclusion
of liability (a)Without limiting paragraph (b) below, each Agent will not be liable
for any action taken by it under or in connection with any Finance Document,
unless directly caused by its gross negligence or wilful misconduct.  (b)No Party (other than an Agent) may take any proceedings against any
officer, employee or agent of an Agent in respect of any claim it might have
against an Agent or in respect of any act or omission of any kind by that
officer, employee or agent in relation to any Finance Document and any officer,
employee or agent of an Agent may rely on this Clause subject to Clause (Third Party
Rights) and the provisions of the Third Parties Act.  (c)Neither Agent will be liable for any delay (or any related
consequences) in crediting an account with an amount required under the Finance
Documents to be paid by such Agent if such Agent has taken all necessary steps
as soon as reasonably practicable to comply with the regulations or operating
procedures of any recognised clearing or settlement system used by such Agent
for that purpose.  25.10Lenders
indemnity to the Agents Each Lender
shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately
prior to their reduction to zero) indemnify each Agent, within three Business
Days of demand, against any cost, loss or liability incurred by such Agent
(otherwise than by reason of such Agents gross negligence or wilful
misconduct) in acting as Agent under the Finance Documents (unless such Agent
has been reimbursed by an Obligor pursuant to a Finance Document).  25.11Resignation
of the Agent (a)Each Agent may resign and appoint one of its Affiliates acting
through an office as successor by giving notice to the other Finance Parties
and the Company.  (b)Alternatively each Agent may resign by giving notice to the other
Finance Parties and the Company, in which case the Majority Lenders (after
consultation with the Company) may appoint a successor Agent.  (c)If the Majority Lenders have not appointed a successor Agent in
accordance with paragraph (b) above within 30 days after notice of resignation
was given, the Agent (after consultation with the Company) may appoint a
successor Agent.  (d)The retiring Agent shall, at its own cost, make available to the
successor Agent such documents and records and provide such assistance as the
successor Agent may reasonably request for the purposes of performing its
functions as Agent under the Finance Documents.  92 
   (e)The Agents resignation notice shall only take effect upon the
appointment of a successor.  (f)Upon the appointment of a successor, the retiring Agent shall be
discharged from any further obligation in respect of the Finance Documents but
shall remain entitled to the benefit of this Clause.  Its successor and each of the other Parties shall have the same
rights and obligations amongst themselves as they would have had if such
successor had been an original Party.  (g)After consultation with the Company, the Majority Lenders may, by
notice to the Agent, require it to resign in accordance with paragraph (b)
above.  In this event, the Agent shall
resign in accordance with paragraph (b) above.  25.12Confidentiality (a)In acting as Agent for the Finance Parties, each Agent shall be
regarded as acting through its agency division which shall be treated as a
separate entity from any other of its divisions or departments.  (b)If information is received by another division or department of an
Agent, it may be treated as confidential to that division or department and
such Agent shall not be deemed to have notice of it.  25.13Relationship
with the Lenders (a)Each Agent shall treat each Lender as a Lender recorded in the
Register as such, entitled to payments under this Agreement and acting through
its Facility Office unless it has received not less than five Business Days
prior notice from that Lender to the contrary in accordance with the terms of
this Agreement.  (b)Each Lender shall supply each Agent with any information required by
an Agent in order to calculate the Mandatory Cost in accordance with Schedule 4
(Mandatory
Cost Formula).  25.14Credit
appraisal by the Lenders Without
affecting the responsibility of any Obligor for information supplied by it or
on its behalf in connection with any Finance Document, each Lender confirms to
each Agent and the Arranger that it has been, and will continue to be, solely
responsible for making its own independent appraisal and investigation of all
risks arising under or in connection with any Finance Document including but
not limited to:  (a)the financial condition, status and nature of each member of the
Group;  (b)the legality, validity, effectiveness, adequacy or enforceability of
any Finance Document and any other agreement, arrangement or document entered
into, made or executed in anticipation of, under or in connection with any
Finance Document;  (c)whether that Lender has recourse, and the nature and extent of that
recourse, against any Party or any of its respective assets under or in
connection with any Finance Document, the transactions contemplated by the
Finance Documents or any other agreement, arrangement or document entered into,
made or executed in anticipation of, under or in connection with any Finance
Document; and  93 
   (d)the adequacy, accuracy and/or completeness of the Information
Memorandum and any other information provided by an Agent, any Party or by any
other person under or in connection with any Finance Document, the transactions
contemplated by the Finance Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in
connection with any Finance Document.  25.15Reference
Banks If a Reference
Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, each Agent shall (in consultation with the
Company) appoint another Lender or an Affiliate of a Lender to replace that
Reference Bank.  25.16Agents
Management Time Any amount
payable to an Agent under Clause 14.3 (Indemnity to the Agent), sub-Clauses 16.2
to 16.4 of Clause 16 (Costs and expenses) and Clause 25.10 (Lenders
indemnity to the Agents) shall include the cost of utilising an
Agents management time or other resources and will be calculated on the basis
of such reasonable daily or hourly rates as an Agent may notify to the Company
and the Lenders, and is in addition to any fee paid or payable to an Agent
under Clause 11 (Fees).  25.17Deduction
from amounts payable by the Agent If any Party
owes an amount to an Agent under the Finance Documents such Agent may, after
giving notice to that Party, deduct an amount not exceeding that amount from
any payment to that Party which such Agent would otherwise be obliged to make
under the Finance Documents and apply the amount deducted in or towards
satisfaction of the amount owed.  For
the purposes of the Finance Documents that Party shall be regarded as having
received any amount so deducted.  26.CONDUCT OF BUSINESS BY THE FINANCE PARTIES  No provision of this Agreement will:  (a)interfere with the right of any Finance Party to arrange its affairs
(tax or otherwise) in whatever manner it thinks fit;  (b)oblige any Finance Party to investigate or claim any credit, relief,
remission or repayment available to it or the extent, order and manner of any
claim; or  (c)oblige any Finance Party to disclose any information relating to its
affairs (tax or otherwise) or any computations in respect of Tax.  94 
   27.SHARING
AMONG THE FINANCE PARTIES  27.1Payments
to Finance Parties If a Finance Party (a Recovering Finance Party)
receives or recovers any amount from an Obligor other than in accordance with
Clause 28 (Payment
mechanics) or, in the case of a Hedging Agreement or a Working
Capital Facility Agreement, other than in accordance with the payment
provisions of such agreement and applies that amount to a payment due under the
Finance Documents then:  (a)the Recovering Finance Party shall, within three Business Days,
notify details of the receipt or recovery, to the Facility Agent;  (b)the Facility Agent shall determine whether the receipt or recovery
is in excess of the amount the Recovering Finance Party would have been paid
had the receipt or recovery been received or made by the Facility Agent and
distributed in accordance with Clause 28 (Payment mechanics), or in the case of a
Hedge Counterparty or a Working Capital Provider, received in accordance with
the Hedging Agreement or Working Capital Facility Agreement to which it is a
party without taking account of any Tax which would be imposed on the Facility
Agent in relation to the receipt, recovery or distribution; and  (c)the Recovering Finance Party shall, within three Business Days of
demand by the Facility Agent, pay to the Facility Agent an amount (the Sharing
Payment) equal to such receipt or recovery less any amount which the Facility
Agent determines may be retained by the Recovering Finance Party as its share
of any payment to be made, in accordance with Clause 28.5 (Partial payments).  27.2Redistribution
of payments The Facility
Agent shall treat the Sharing Payment as if it had been paid by the relevant
Obligor and distribute it between the Finance Parties (other than the
Recovering Finance Party) in accordance with Clause 28.5 (Partial payments).  27.3Recovering
Finance Partys rights (a)On a distribution by the Facility Agent under Clause 27.2 (Redistribution
of payments), the Recovering Finance Party will be subrogated to the
rights of the Finance Parties which have shared in the redistribution.  (b)If and to the extent that the Recovering Finance Party is not able
to rely on its rights under paragraph (a) above, the relevant Obligor shall be
liable to the Recovering Finance Party for a debt equal to the Sharing Payment
which is immediately due and payable.  27.4Reversal
of redistribution If any part of the Sharing Payment received
or recovered by a Recovering Finance Party becomes repayable and is repaid by
that Recovering Finance Party, then:  (a)each Finance Party which has received a share of the relevant
Sharing Payment pursuant to Clause 27.2 (Redistribution of payments) shall, upon
request of the Facility Agent, pay to the Facility Agent for account of that
Recovering Finance Party an amount equal to the appropriate part of its share
of the Sharing Payment (together with an amount as is necessary to reimburse
that Recovering Finance Party  95 
   for its proportion of any interest on the
Sharing Payment which that Recovering Finance Party is required to pay); and  (b)that Recovering Finance Partys rights of subrogation in respect of
any reimbursement shall be cancelled and the relevant Obligor will be liable to
the reimbursing Finance Party for the amount so reimbursed.  27.5Exceptions (a)This Clause shall not apply to the extent that the Recovering
Finance Party would not, after making any payment pursuant to this Clause, have
a valid and enforceable claim against the relevant Obligor.  (b)A Recovering Finance Party is not obliged to share with any other
Finance Party any amount which the Recovering Finance Party has received or
recovered as a result of taking legal or arbitration proceedings, if:  (i)it notified that other Finance Party of the legal or arbitration
proceedings; and  (ii)that other Finance Party had an opportunity to participate in those
legal or arbitration proceedings but did not do so as soon as reasonably
practicable having received notice and did not take separate legal or
arbitration proceedings.  96 
   SECTION 11 ADMINISTRATION  28.PAYMENT
MECHANICS  28.1Payments
to the Facility Agent (a)On each date on which an Obligor or a Lender is required to make a payment
under a Facility Document, the Obligor or Lender shall make the same available
to the Facility Agent (unless a contrary indication appears in a Facility
Document) for value on the due date at the time and in such funds specified by
the Facility Agent as being customary at the time for settlement of
transactions in dollars or euros, as the case may be, in the place of payment.  (b)Payment shall, in relation to dollars, be made to such account in
New York or, in relation to euro, in a principal financial centre in a
Participating Member State or London with such bank as the Facility Agent
specifies.  28.2Distributions
by the Facility Agent Each payment
received by the Facility Agent under the Finance Documents for another Party
shall, subject to Clause 28.3 (Distributions to an Obligor) and Clause
28.4 (Clawback)
be made available by the Facility Agent as soon as practicable after receipt to
the Party entitled to receive payment in accordance with this Agreement (in the
case of a Lender, for the account of its Facility Office), to such account as
that Party may notify to the Facility Agent by not less than five Business
Days notice with a bank in New York in relation to dollars or, in relation to
euro, in the principal financial centre of a Participating Member State or
London.  28.3Distributions
to an Obligor The Facility
Agent may (with the consent of the Obligor or in accordance with Clause 29 (Set-off))
apply any amount received by it for that Obligor in or towards payment (on the
date and in the currency and funds of receipt) of any amount due from that
Obligor under the Finance Documents or in or towards purchase of any amount of
any currency to be so applied.  28.4Clawback (a)Where a sum is to be paid to the Facility Agent under the Finance
Documents for another Party, the Facility Agent is not obliged to pay that sum
to that other Party (or to enter into or perform any related exchange contract)
until it has been able to establish to its satisfaction that it has actually
received that sum.  (b)If the Facility Agent pays an amount to another Party and it proves
to be the case that the Facility Agent had not actually received that amount,
then the Party to whom that amount (or the proceeds of any related exchange
contract) was paid by the Facility Agent shall on demand refund the same to the
Facility Agent together with interest on that amount from the date of payment
to the date of receipt by the Facility Agent, calculated by the Facility Agent
to reflect its cost of funds.  28.5Partial
payments (a)If the Facility Agent receives a payment that is insufficient to
discharge all the amounts then due and payable by an Obligor under the Finance
Documents, the  97 
   Facility Agent shall apply that payment
towards the obligations of that Obligor under the Finance Documents in the
following order:  (i)first, in or towards payment pro rata of any unpaid fees, costs and
expenses of the Facility Agent or the Security Agent under the Finance
Documents;  (ii)secondly, in or towards payment pro rata of any accrued interest, fee or
commission due but unpaid under the Finance Documents;  (iii)thirdly, in or towards payment pro rata of any principal due but unpaid
under the Finance Documents; and  (iv)fourthly, in or towards payment pro rata of any other sum due but unpaid
under the Finance Documents.  (b)The Facility Agent shall, if so directed by the Majority Lenders,
vary the order set out in paragraphs (a)(ii) to (iv) above.  (c)Paragraphs (a) and (b) above will override any appropriation made by
an Obligor.  28.6No
set-off by Obligors All payments
to be made by an Obligor under the Finance Documents shall be calculated and be
made without (and free and clear of any deduction for) set-off or counterclaim.  28.7Business
Days (a)Any payment which is due to be made on a day that is not a Business
Day shall be made on the next Business Day in the same calendar month (if there
is one) or the preceding Business Day (if there is not).  (b)During any extension of the due date for payment of any principal or
Unpaid Sum under this Agreement interest is payable on the principal or Unpaid
Sum at the rate payable on the original due date.  28.8Currency
of account (a)Subject to paragraphs (b) and (c) below, dollars is the currency of
account and payment for any sum due from an Obligor under any Facility Document
in relation to the Dollar Facilities and euros is the currency of account and
payment for any sum due from an Obligor under any Facility Document in relation
to the Euro Facilities.  (b)Each payment in respect of costs, expenses or Taxes shall be made in
the currency in which the costs, expenses or Taxes are incurred.  (c)Any amount expressed to be payable in a currency other than US
dollars or euros shall be paid in that other currency.  28.9Change
of currency (a)Unless otherwise prohibited by law, if more than one currency or
currency unit are at the same time recognised by the central bank of any
country as the lawful currency of that country, then:  98 
   (i)any reference in the Facility Documents to, and any obligations
arising under the Facility Documents in, the currency of that country shall be
translated into, or paid in, the currency or currency unit of that country
designated by the Facility Agent (after consultation with the Company); and  (ii)any translation from one currency or currency unit to another shall
be at the official rate of exchange recognised by the central bank for the
conversion of that currency or currency unit into the other, rounded up or down
by the Facility Agent (acting reasonably).  (b)If a change in any currency of a country occurs, this Agreement
will, to the extent the Facility Agent (acting reasonably and after
consultation with the Company) specifies to be necessary, be amended to comply
with any generally accepted conventions and market practice in the Relevant
Interbank Market and otherwise to reflect the change in currency.  29.SET-OFF  A Finance
Party may set off any matured obligation due from an Obligor under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any
matured obligation owed by that Finance Party to that Obligor, regardless of
the place of payment, booking branch or currency of either obligation.  If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of the set-off.  30.NOTICES  30.1Communications
in writing Any
communication to be made under or in connection with the Finance Documents
shall be made in writing and, unless otherwise stated, may be made by fax,
letter or telex.  30.2Addresses The address, fax number and telex number (and
the department or officer, if any, for whose attention the communication is to
be made) of each Party for any communication or document to be made or
delivered under or in connection with the Finance Documents is:  (a)in the case of the Company, that identified with its name below;  (b)in the case of each Lender or any other Original Obligor, that
notified in writing to the Facility Agent prior to the date on which it becomes
a Party;  (c)in the case of the Facility Agent, that identified with its name
below, and  (d)in the case of the Security Agent, that identified with its name
below.  Or any
substitute address, fax number, telex number or department or officer as the
Party may notify to the Facility Agent (or the Facility Agent may notify to the
other Parties, if a change is made by the Facility Agent) by not less than five
Business Days notice.  99 
   30.3Delivery (a)Any communication or document made or delivered by one person to
another under or in connection with the Finance Documents will only be
effective:  (i)if by way of fax, when received in legible form; or  (ii)if by way of letter, when it has been left at the relevant address
or five Business Days or if any Obligor five Borrower Business Days after being
deposited in the post postage prepaid in an envelope addressed to it at that
address; or  (iii)if by way of telex, when despatched, but only if, at the time of
transmission, the correct answerback appears at the start and at the end of the
senders copy of the notice;  and, if a
particular department or officer is specified as part of its address details
provided under Clause (Addresses), if addressed to that
department or officer.  (b)Any communication or document to be made or delivered to the
Facility Agent will be effective only when actually received by the Facility
Agent and then only if it is expressly marked for the attention of the
department or officer identified with the Facility Agents signature below (or
any substitute department or officer as the Facility Agent shall specify for
this purpose).  (c)All notices from or to an Obligor shall be sent through the Facility
Agent.  (d)Any communication or document made or delivered to the Company in
accordance with this Clause will be deemed to have been made or delivered to
each of the Obligors.  30.4Notification
of address, fax number and telex number Promptly upon
receipt of notification of an address, fax number and telex number or change of
address, fax number or telex number pursuant to Clause 30.2 (Addresses)
or changing its own address, fax number or telex number, the Facility Agent
shall notify the other Parties.  30.5Electronic
communication (a)Any communication to be made between the Facility Agent and a Lender
under or in connection with the Finance Documents may be made by electronic
mail or other electronic means, if the Facility Agent and the relevant Lender:  (i)agree that, unless and until notified to the contrary, this is to be
an accepted form of communication;  (ii)notify each other in writing of their electronic mail address and/or
any other information required to enable the sending and receipt of information
by that means; and  (iii)notify each other of any change to their address or any other such
information supplied by them.  100 
   (b)Any electronic communication made between the Facility Agent and a
Lender will be effective only when actually received in readable form and in
the case of any electronic communication made by a Lender to the Facility Agent
only if it is addressed in such a manner as the Facility Agent shall specify
for this purpose with confirmation of receipt.  30.6English
language (a)Any notice given under or in connection with any Facility Document
must be in English.  (b)All other documents provided under or in connection with any Finance
Document must be:  (i)in English; or  (ii)if not in English, and if so required by the Facility Agent,
accompanied by a certified English translation and, in this case, the English
translation will prevail unless the document is a constitutional, statutory or
other official document.  31.CALCULATIONS
AND CERTIFICATES  31.1Accounts In any
litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance
Party are prima
facie evidence of the matters to which they relate.  31.2Certificates
and Determinations Any
certification or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.  31.3Day
count convention Any interest,
commission or fee accruing under a Facility Document will accrue from day to
day and is calculated on the basis of the actual number of days elapsed and a
year of 360 days or, in any case where the practice in the Relevant Interbank
Market differs, in accordance with that market practice.  32.PARTIAL
INVALIDITY  If, at any
time, any provision of the Facility Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.  33.REMEDIES
AND WAIVERS  No failure to
exercise, nor any delay in exercising, on the part of any Finance Party, any
right or remedy under the Facility Documents shall operate as a waiver, nor
shall any single or partial exercise of any right or remedy prevent any further
or other  101 
   exercise or
the exercise of any other right or remedy. 
The rights and remedies provided in this Agreement are cumulative and
not exclusive of any rights or remedies provided by law.  34.AMENDMENTS
AND WAIVERS  34.1Required
consents (a)Subject to Clause 34.2 (Exceptions) any term of the Finance
Documents (other than the Commitment Letter, the Fee Letters, the Hedging
Agreements and the Working Capital Facility Agreements which may be amended by
their respective parties without the consent of the Lenders) may be amended or
waived only with the consent of the Majority Lenders and the Obligors and any such
amendment or waiver will be binding on all Parties.  (b)The Facility Agent may effect, on behalf of any Finance Party, any
amendment or waiver permitted by this Clause.  34.2Exceptions (a)An amendment or waiver that has the effect of changing or which
relates to:  (i)the definition of Majority Lenders in Clause 1.1 (Definitions);  (ii)an extension to the date of any scheduled payment of any amount
under the Finance Documents;  (iii)a reduction in the Margin or a reduction in the amount of any scheduled
payment of principal, interest, fees or commission payable;  (iv)an increase in or an extension of any Commitment;  (v)a change to the Borrower or Guarantors other than in accordance with
Clause 24 (Changes
to the Obligors);  (vi)any provision which expressly requires the consent of all the
Lenders; or  (vii)Clause 25 (Finance Parties rights and obligations),
Clause 23 (Changes
to the Lenders) or this Clause 34;  (viii)release of all or substantially all of the Security granted under
the Security Documents (other than in connection with a Disposal);  shall not be
made without the prior consent of all the Lenders.  (b)An amendment or waiver which relates to the rights or obligations of
an Agent or the Arranger may not be effected without the consent of that Agent
or the Arranger.  35.REPLACEMENT
OF A LENDER  35.1Transfer If at any time
a Lender becomes a Non-Consenting Lender an Increased
Cost Lender or an Illegality Lender (as defined below) then
the Company may, on 5 Business Days prior written notice to the Facility Agent
and such Lender, replace  102 
   such Lender by
requiring such Lender to (and such Lender shall) transfer pursuant to Clause 23
(Changes
to the Lenders) all of its rights and obligations under this
Agreement to a Lender or New Lender selected by the Company and which is
reasonably acceptable to the Facility Agent, which confirms its willingness to
assume and does assume all the obligations of the transferring Lender for a
purchase price equal to the outstanding principal amount of such Lenders
participation in the outstanding Loans and all accrued interest and fees and
other amounts payable hereunder.  35.2Conditions The
replacement of a Lender pursuant to this provision shall be subject to the
following conditions:  (a)the Company shall have no right to replace the Facility Agent;  (b)neither the Facility Agent nor any Lender shall have any obligation
to the Company to find a replacement New Lender;  (c)in relation to a Non-Consenting Lender such replacement must take
place no later than 180 days after the date the Non-Consenting Lender notified
the Company and the Facility Agent it did not agree to any requested consent,
waiver or amendment to the Finance Documents; and  (d)in no event shall the Lender hereby replaced be required to pay or
surrender to such replacement Lender any of the fees received by such Lender
hereby replaced;  35.3Waiver
and amendment In the event
that:  (a)the Company or the Facility Agent has requested the Lender to
consent to a waiver or amendment of any provisions of the Finance Documents;  (b)the waiver or amendment in question requires the consent of all
Lenders; and  (c)Majority Lenders have consented to such waiver or amendment;  then any
Lender who does not agree to such waiver or amendment shall be deemed a Non-Consenting
Lender.  In the event
that the Facility Agent served a notice under Clause 7.1(b) that any Lenders
participation in the Loans must be repaid the relevant Lender shall be deemed
an Illegality
Lender.  In the event
that any additional payment is required under Clause 12 (Tax gross up and indemnities),
Clause 13 (Increased
costs) or paragraph 3 of Schedule 4 (Mandatory Costs Formula) due
to the participation in the Loans by any Lender, the relevant Lender shall be
deemed an Increased Cost Lender.  103 
   36.COUNTERPARTS  Each Finance
Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the
Finance Document.  104 
   SECTION 12  GOVERNING LAW AND
ENFORCEMENT  37.GOVERNING LAW  This Agreement
is governed by English law.  38.ENFORCEMENT  38.1Jurisdiction (a)The courts of England have exclusive jurisdiction to settle any
dispute arising out of or in connection with this Agreement (including a
dispute regarding the existence, validity or termination of this Agreement) (a
Dispute).  (b)The Parties agree that the courts of England are the most
appropriate  and convenient courts to
settle Disputes and accordingly no Party will argue to the contrary.  (c)This Clause 38.1 is for the benefit of the Finance Parties
only.  As a result, no Finance Party
shall be prevented from taking proceedings relating to a Dispute in any other
courts with jurisdiction.  To the extent
allowed by law, the Finance Parties may take concurrent proceedings in any number
of jurisdictions.  38.2Service
of process Without prejudice to any other mode of
service allowed under any relevant law, each Obligor (other than an Obligor
incorporated in England and Wales):  (a)irrevocably appoints Centerpulse (UK) Ltd as its agent for service
of process in relation to any proceedings before the English courts in
connection with any Finance Document; and  (b)agrees that failure by a process Facility Agent to notify the
relevant Obligor of the process will not invalidate the proceedings concerned.  This Agreement has been entered
into on the date stated at the beginning of this Agreement.  105 
   SCHEDULE
1 THE
ORIGINAL PARTIES  Part I The Original
Obligors  Name of Borrower  Centerpulse Orthopedics Inc.  Name of Original Guarantor  Centerpulse
Ltd.  Centerpulse
Orthopedics Ltd.  Centerpulse
Germany GmbH  Centerpulse
France SA  Sulzer
Carbomedics Inc.  Centerpulse
Orthopedics Inc.  Centerpulse
Spine-Tech Inc.  Centerpulse
Dental Inc.  Centerpulse
USA Holding Co.  Centerpulse USA Inc.  Centerpulse
Orthopedics (Switzerland) AG  Centerpulse
Netherlands BV  Sulzer
Orthopädie GmbH  Sulzer
Orthopedics Italia S.p.A.  Centerpulse
(UK) Ltd.  Centerpulse
Ibérica SA  106 
   Part II The Original
Lenders   TRANCHE A
DOLLAR COMMITMENTS  Name of Original Lender
  
  CommitmentSun Trust Bank
  
  U.S.$
  15,000,000ING Capital LLC
  
  U.S.$
  10,000,000UBS AG, Stamford Branch
  
  U.S.$
  66,352,100Total
  
  U.S.$
  91,352,100  TRANCHE A EURO
COMMITMENTS  Name of Original Lender
  
  CommitmentHVB Bank Ireland
  
  
  14,000,000ABN AMRO Bank N.V., Paris
  Branch
  
  
  13,000,000Credit Suisse
  
  
  10,000,000Credit Lyonnais S.A.
  
  
  7,000,000Zürcher Kantonalbank
  
  
  7,000,000United Bank of Kuwait plc
  
  
  3,000,000UBS AG, Stamford Branch
  
  
  109,000,000Total
  
  
  163,000,000  TRANCHE B
DOLLAR COMMITMENTS  Name of Original Lender
  
  CommitmentSun Trust Bank
  
  U.S.$
  10,000,000General Electric Capital Corporation
  
  U.S.$
  15,000,000ING Capital LLC
  
  U.S.$
  10,000,000UBS AG, Stamford Branch
  
  U.S.$
  240,990,400Total
  
  U.S.$
  275,990,400   107 
   TRANCHE B EURO
COMMITMENTS  Name of Original Lender
  
  CommitmentSun Trust Bank
  
  
  15,000,000HVB Bank Ireland
  
  
  8,500,000ABN AMRO Bank N.V., Paris Branch
  
  
  9,500,000Credit Suisse
  
  
  9,000,000Credit Lyonnais S.A.
  
  
  6,500,000Zürcher Kantonalbank
  
  
  6,500,000United Bank of Kuwait plc
  
  
  6,000,000UBS AG, Stamford Branch
  
  
  51,000,000Total
  
  
  112,000,000  108 
   SCHEDULE
2 CONDITIONS
PRECEDENT  Part I Conditions
Precedent to Initial Utilisation  1.Original
Obligors  (a)A copy of the constitutional documents of each Original Obligor
(including any amendment required in order to be able to enter into the
Facility Documents to which it is a party).  (b)A copy of a resolution of the board of directors of each Original
Obligor:  (i)approving the terms of, and the transactions contemplated by, the
Finance Documents to which it is a party and resolving that it execute the
Finance Documents to which it is a party;  (ii)authorising a specified person or persons to execute the Finance
Documents to which it is a party on its behalf; and  (iii)authorising a specified person or persons, on its behalf, to sign
and/or deliver all documents and notices (including, if relevant, the
Utilisation Request and Selection Notice) to be signed and/or delivered by it
under or in connection with the Finance Documents to which it is a party.  (c)A specimen of the signature of each person authorised by the
resolution referred to in paragraph (b) above.  (d)A copy of a resolution signed by all the holders of the issued
shares in each Original Guarantor other than the Company, approving the terms
of, and the transactions contemplated by, the Finance Documents to which the
Original Guarantor is a party.  (e)A certificate of the Obligor (signed by a director or authorised
officer) confirming that borrowing or guaranteeing, as appropriate, the Total
Commitments would not cause any borrowing, guaranteeing or similar limit
binding on it to be exceeded.  (f)A certificate of an authorised signatory of the relevant Original
Obligor certifying that each copy document relating to it specified in this
Part I of Schedule 2 is correct, complete and in full force and effect as at a
date no earlier than the date of this Agreement.  2.Legal
opinions (a)A legal opinion of Cleary, Gottlieb, Steen & Hamilton, legal
advisers to the Arranger and the Agents in England, substantially in the form
distributed to the Original Lenders prior to signing this Agreement.  (b)If an Original Obligor is incorporated in a jurisdiction other than
England and Wales, either (i) a legal opinion of the legal advisers to the
Arranger and the Agent or (ii) if customary practice in such jurisdictions, a
legal opinion from the legal advisers to  109 
   that Original Obligor in the relevant
jurisdiction or a combination of the above (without overlap).  (c)US Security Interest opinion by US counsel to the Borrower
substantially in the form distributed to the Original Lenders prior to signing
this Agreement.  3.Other
documents and evidence (a)Evidence that any process agent referred to in Clause 38.2 (Service of
process), if not an Original Obligor, has accepted its appointment.  (b)A copy of any other Authorisation or other document, opinion or
assurance which the Facility Agent considers to be necessary or desirable (if
it has notified the Company accordingly) in connection with the entry into and
performance of the transactions contemplated by any Finance Document or for the
validity and enforceability of any Finance Document.  (c)The Original Financial Statements of each Original Obligor.  (d)Evidence that the fees, costs and expenses then due from the Company
pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have
been paid or will be paid by or on the first Utilisation Date.  (e)The obligations of the Company and the Borrower under the Commitment
Letter and each Fee Letter shall have been complied with by the Company and the
Borrower and be in full force and effect and the Arranger shall have agreed
that the conditions set out in the Commitment Letter have been satisfied.  (f)Confirmation satisfactory to the Facility Agent that: (i) the
Company has received net proceeds from the Rights Issue of at least
US$157,500,000 (after payment of up to US$ 7,500,000 in fees and expenses)
taking into account any hedging entered into in relation thereto; (ii) such net
proceeds are held in the Cash Collateral Account in an amount which is (when
added to the Loans) sufficient to pay to the Settlement Trust the amount
referred to in sub paragraph (iii) below, and all fees costs and expenses
agreed by the Facility Agent; and (iii) an irrevocable instruction has been
sent (which instruction shall be given in the Utilisation Request) by the
Company to the Facility Agent instructing it to transfer $722,252,807.08 (as
such amount may be adjusted after the date hereof in accordance with the terms
of the Settlement) comprising amounts credited to the Cash Collateral Account
and the proceeds of the Loans, to the Settlement Trust in accordance with the
terms of the Settlement Agreement.  (g)Approval satisfactory to the Facility Agent shall have been given by
the United States of America with respect to the Facility Documents pursuant to
the Medicare Security Agreement and the subordination of the claims and
security of the United States of America to the claims and Security of the
Lenders pursuant to the Intercreditor Agreement.  (h)Execution of the Working Capital Facility Agreements in a form and
substance satisfactory to the Facility Agent (acting reasonably).  110 
   (i)Confirmation that the CCI has not been issued.  (j)The Facility Agent having received, reviewed, and been satisfied
with the following information:  (i)audited consolidated balance sheets and related statements of
income, stockholders equity and cash flows of the Company for each of the
three latest Fiscal Years ended prior to the Utilisation Date and unaudited
consolidated balance sheets and related statements of income (including sales
and EBITDA by business unit as reported by the Company), stockholders equity
and cash flows of the Company for the 12 months ended as of June 30, 2002;  (ii)unaudited consolidated balance sheets and related statements of
income, stockholders equity and cash flows of the Company for each fiscal
quarter since the end of the last Fiscal Year prior to the Utilisation Date and
for the comparable periods of the preceding Fiscal Year;  (iii)pro forma consolidated financial statements of the Company for the
last Fiscal Year for which audited financial statements are required pursuant
to clause (i) and each subsequent fiscal quarter prior to the Utilisation Date
and for the comparable periods of the preceding Fiscal Year, after giving
effect to the transactions contemplated hereby, and  (iv)financial performance forecasts for the Company and its consolidated
subsidiaries for the period up to and including period ending December 31,
2007.  The financial
statements referred to in clauses (i), (ii) and (iii) above shall be prepared
on a basis consistent in all material respects with the projections and
forecasts provided to the Lenders.  All
financial information required under subparagraphs (i) and (iii) of this
paragraph (j) shall be prepared in accordance with IAS reconciled to GAAP (in
accordance with SEC reporting requirements).  4.Security
Documents 4.1U.S.
Security Documents  (a)Security Agency Agreement  (b)The Intercreditor Agreement  (c)The U.S. Security Agreement  (d)The U.S. Intellectual Property Security Agreements  (e)Each U.S. Securities Account Control Agreement  (f)Each U.S. Deposit Account Control Agreement  (g)Each U.S. Issuer Control Agreement  (h)Each U.S. Commodity Account Control Agreement, if any  111 
   (i)Satisfaction of the collateral delivery requirements set forth in
Article 3 of the U.S. Security Agreement.  (j)The Grantors (as defined in the U.S. Security Agreement) shall have
authorised, executed and/or delivered or caused to be delivered each of the
following to the Security Agent:  (i)UCC Financing Statements (Form UCC-1 or UCC-2 or other form, as
appropriate) in appropriate form and substance for filing under the UCC and
such other documents under applicable requirements of law in each jurisdiction
as may be necessary or appropriate to perfect, protect and establish the first
priority nature of the liens created, or purported to be created, by the
Security Documents;  (ii)Certified copies of Requests for Information (Form UCC-11), tax
lien, judgment lien, bankruptcy and pending lawsuit searches, and intellectual
property record searches conducted in the United States Patent and Trademark
Office or the United States Copyright Office or equivalent reports or lien
search reports, each of a recent date listing all effective financing
statements, lien notices or comparable documents that name any Obligor as
debtor and that are filed in those state and county jurisdictions in which any
of the property of any such Obligor is located, the state and county
jurisdictions in which any such Obligors principal place of business is
located and the state and county jurisdictions in which any such Obligor is
organized and copies of such requests, searches and reports that the Security
Agent may reasonably request, in all such cases, none of which encumber the
Security covered or intended to be covered by the Security Documents other than
those relating to Permitted Security) acceptable to the Security Agent);  (iii)Evidence that the forms necessary for all recordings and filings of,
or with respect to, the U.S. Security Agreement and the execution and/or
delivery of such other security and other documents and consents of
counterparties to contracts, and the taking of all actions as may be necessary
or, in the reasonable opinion of the Security Agent, desirable, to perfect,
protect and establish the first priority nature of the liens created, or
purported to be created, by the U.S. Security Agreement, except for any of the
foregoing to be provided after the date hereof have been prepared and been
executed and delivered by all parties thereto, if applicable, in each case in a
form and substance satisfactory to the Security Agent and, if applicable, have
been or will, at the appropriate time be filed or recorded in accordance with
all applicable laws.  (iv)Filings with respect to the Material Intellectual Property (as such
term is defined in the U.S. Security Agreement) in appropriate form and
substance for filing with the U.S. Patent and Trademark Office and such other
documents under applicable requirements of law as may be necessary or
appropriate to record the Security granted to the Security Agent, and to
perfect, protect and establish the first priority nature of the liens created
by,  112 
   or purported to be created by, the Security
Documents, in such Material Intellectual Property, including the filing of any
U.S. Patent Security Agreement and U.S. Trademark Security Agreement, in each
case together with an appropriately completed recordation form;  (v)Payment by the Obligors to the Security Agent of an amount
equivalent to all applicable recording taxes, fees, charges, costs and expenses
required for the recording of the Security Documents; and  (vi)The Perfection Certificate referred to in the U.S. Security
Agreement.  (k)Mortgages  (i)Property in Austin, Texas owned by Centerpulse Orthopedics Inc.  (ii)Property in Edina, Minnesota owned by Centerpulse Spine-Tech Inc.  (l)Satisfactory reports of Uniform Commercial Code, tax lien and
judgment searches conducted by a search firm acceptable to the Security Agent
with respect to the Mortgaged Properties, such searches to be conducted in such
locations as the Security Agent shall have requested;  (m)Certificates of insurance on ACORD Form 27, demonstrating insurance
coverage in respect of the Mortgaged Properties in compliance with the terms,
provisions and conditions set forth in this Agreement.  Such certificates shall indicate that the
Security Agent is named as additional insured on each liability policy, and
that each casualty policy and rental interruption policy contains a loss payee
endorsement in favor of Security Agent;  (n)A marked, signed commitment to issue or a pro-forma version of a
Qualified Title Insurance Policy, with respect to each of the Mortgaged
Properties, listing only such exceptions as are reasonably satisfactory to the
Security Agent;  (o)Title affidavits relating to each of the Qualified Title Insurance
Policies in form and substance reasonably satisfactory to Security Agent.  4.2U.K.
Security Documents  (a)           The Mortgage of Shares in respect of:  (i)100% of the shares in Centerpulse (UK) Ltd held by Centerpulse Ltd;  (ii)100% of the shares in Centerpulse (UK) Holdings Ltd held by
Centerpulse Ltd; and  (iii)65% of the shares in Sulzer Carbomedics UK Ltd held by Sulzer
Carbomedics Inc.  (b)           The Debenture between Centerpulse
(UK) Ltd and the Security Agent.  113 
   4.3French
Security Documents  (a)The share pledge in
respect of 65% of the shares in Sulzer Cardiovascular SA held by Sulzer
Carbomedics Inc. and other associated documents (convention de nantissement de compte
dinstruments financiers, déclaration de nantissement de comptes dinstruments
financiers, attestation de nantissement (Sulzer Cardiovascular SA)).  (b)The share pledge in
respect of the shares in Centerpulse France SA held by Centerpulse Ltd. and
other associated documents (convention de nantissement de compte dinstruments
financiers, déclaration de nantissement de comptes dinstruments financiers,
attestation de nantissement (Centerpulse France SA)).  (c)The share pledge in
respect of 65% of the shares in Centerpulse Dental SARL held by Centerpulse
Dental Inc.  (d)The share pledge in
respect of the shares in Centerpulse Ouest SARL held by Centerpulse France SA.  (e)The share pledge in
respect of the shares in Centerpulse Sud-Ouest SARL held by Centerpulse France
SA.  (f)The share pledge in
respect of the shares in Centerpulse Centre SARL held by Centerpulse France SA.  (g)The share pledge in
respect of the shares in Centerpulse Nord SARL held by Centerpulse France SA.  (h)The share pledge in
respect of the shares in Centerpulse Industrie SARL held by Centerpulse France
SA.  (i)The share pledge in
respect of the shares in Centerpulse Industrie SARL held by Centerpulse Ouest
SARL.  (j)The share pledge in
respect of the shares in Centerpulse Industrie SARL held by Centerpulse
Sud-Ouest SARL.  (k)The share pledge in
respect of the shares in Centerpulse Industrie SARL held by Centerpulse Centre
SARL.  (l)Officer certificate of
Centerpulse France SA relating to its corporate interest.  (m)Certified copies of the
by-laws of Centerpulse Industrie, Centerpulse Nord, Centerpulse Centre,
Centerpulse Sud-Ouest, Centerpulse Ouest, Centerpulse Dental, Sulzer
Cardiovascular, Centerpulse France.  (n)Certified
copies of (i) the board of directors of Centerpulse France SA authorizing the
guarantee and the granting of pledges, (ii) board of directors resolutions of
Centerpulse France SA and Sulzer Cardiovascular SA approving the banks as
potential new shareholders, (iii) shareholders resolutions of Centerpulse
Centre, Centerpulse Ouest, Centerpulse Nord, Centerpulse Industrie, Centerpulse
Dental,  114 
   Centerpulse
Sud-Ouest approving the Finance Parties as potential new shareholders, (iv)
shareholders resolutions of Centerpulse Centre, Centerpulse Ouest and
Centerpulse Sud Ouest approving their entering into the pledge agreements.  4.4German Security Documents  (a)The share pledge in
respect of the shares in Centerpulse Germany Holding GmbH (MEDH) held by Centerpulse
Ltd. (MEAG)  (b)The share pledge in
respect of the shares in Sulzer Cardiovascular GmbH (CVD) held by Centerpulse
Germany Holding GmbH (MEDH).  (c)The share pledge in
respect of the shares of Centerpulse Germany GmbH (SOD) held by Centerpulse
Germany Holding GmbH (MEDH).  (d)The share pledge in
respect of 65% of the shares of Centerpulse Dental GmbH (DENDE) held by
Centerpulse Dental Inc. (DENUS).  (e)The Centerpulse Germany
GmbH Security Transfer Agreement.  (f)The Centerpulse Germany
GmbH Security Assignment Agreement.  (g)Copy of by-laws
(Kompetenzordnungen) of SOD dated May 5, 2000 and MEAG dated October 3, 2002.  (h)Certified copy of
shareholders list of CVD, DENDE, MEDH and SOD.  (i)Constitutional documents
of DENUS:  Certified Copy of Articles of
Association with attached Apostille, Certificate of good standing with attached
Apostille, Incumbency certificate with attached Apostille, certified copy of
By-laws with attached Apostille and certificate of incorporation with attached
Apostille.  (j)Certified copy of
Articles of Association of BIOVI, CVD, DENDE, MEAG, MEDH, SOAG, SOD.  (k)Certified excerpts from
the Commercial Register of the Company BIOVI, CVD, DENDE, MEAG, MEDH, SOAG and
SOD.  (l)Certified Powers of
Attorneys issued by DENUS (with attached apostille), BIOVI, MEAG, MEDH and SOD
with regard to granting certain security collateral in BIOVI, CVD, DENDE, MEDH
and SOD.  (m)Certified Letter of
Consent of SOAG to the granting of securities by SOD.  (n)Certified SOD shareholders
resolution to the granting of securities by SOD (SOD Share Pledge Agreement,
SOD Security Transfer Agreement, SOD Security Assignment Agreement) and
Facility Agreement.  (o)Certified Shareholders
Resolution approving the pledge of shares in MEDH.  (p)Certified consent of MEDH
to the pledge of shares in it by the Company.  115 
   (q)Certified Shareholders
Resolution of CVD and SOD approving the pledge of shares in CVD and SOD.  (r)Certified consents of CVD
and SOD to the pledge of shares in CVD and SOD by MEDH.  (s)Written consent of DENDE
to the pledge of shares in it by DENUS.  (t)Certified SOAG waiver of
retention of title rights.  4.5Swiss Security Documents  (a)Minutes of board
resolution by the board of directors of Centerpulse Ltd., approving the
transaction with regard to the shares in (i) Centerpulse Orthopedics
(Switzerland) Ltd.; (ii) Centerpulse Orthopedics Ltd; and (iii) Centerpulse
Management Ltd and the signing of the respective Pledge Agreement.  (b)Certified extract from
the register of commerce with regard to Centerpulse Ltd.  (c)Certified articles of
association with regard to Centerpulse Ltd.  (d)Organizational
Regulations of Centerpulse Ltd.  (e)Pledge Agreement made
between Centerpulse Ltd. as Pledgor and the Security Agent/the Secured Parties
in respect of the shares in (i) Centerpulse Orthopedics (Switzerland) Ltd.;
(ii) Centerpulse Orthopedics Ltd; and (iii) Centerpulse Management Ltd..  (f)Share certificates in
Centerpulse Orthopedics (Switzerland) Ltd., duly issued and endorsed (100
registered shares with a nominal value of CHF 100 each)  (g)Board resolution of Board
of Directors of Centerpulse Orthopedics (Switzerland) Ltd., acknowledging the
pledge and approving any transfer of the shares in connection with the
enforcement of the right of pledge.  (h)Certified copy of
articles of incorporation of Centerpulse Orthopedics (Switzerland) Ltd.,
showing changes with respect to transfer restrictions.  (i)Share certificates in
Centerpulse Orthopedics Ltd., duly issued and endorsed (120,000 registered
shares with a nominal value of CHF 100 each).  (j)Board resolution of Board
of Directors of Centerpulse Orthopedics Ltd., acknowledging the pledge and
approving any transfer of the shares in connection with the enforcement of the
right of pledge.  (k)Certified copy of
articles of incorporation of Centerpulse Orthopedics Ltd., showing changes with
respect to transfer restrictions.  (l)Share certificates in
Centerpulse Management Ltd., duly issued and endorsed (1,000 registered shares
with a nominal value of CHF 100 each).  116 
   (m)Board resolution of Board
of Directors of Centerpulse Management Ltd., acknowledging the pledge and approving
any transfer of the shares in connection with the enforcement of the right of
pledge.  (n)Certified copy of
articles of incorporation of Centerpulse Management Ltd., showing changes with
respect to transfer restrictions.  (o)Minutes of board resolution
by the board of directors of Centerpulse Orthopedics (Switzerland) Ltd.,
approving the Pledge Agreement and the Security Assignment Agreement and
authorizing the signing of such agreements.  (p)Certified extract from
the register of commerce with regard to Centerpulse Orthopedics (Switzerland)
Ltd.  (q)Certified copy of
articles of incorporation of Centerpulse Orthopedics (Switzerland) Ltd.,
showing group-clause.  (r)Minutes of the general
meeting of shareholders of Centerpulse Orthopedics (Switzerland) Ltd. approving
the Pledge Agreement and the Security Assignment Agreement.  (s)Pledge Agreement duly
signed by Centerpulse Orthopedics (Switzerland) Ltd.  (t)Security Assignment
Agreement duly signed by Centerpulse Orthopedics (Switzerland) Ltd.  (u)Copy of insurance
Policies of Centerpulse Orthopedics (Switzerland) Ltd. as contained in Schedule
4 of the Security Assignment Agreement.  (v)Notification of
assignment of insurance claims of Centerpulse Orthopedics (Switzerland) Ltd.
pursuant to Schedule 5 of the Security Assignment Agreement.  (w)List of accounts of
Centerpulse Orthopedics (Switzerland) Ltd. (Schedule 3 of the Security
Assignment Agreement).  (x)Minutes of board
resolution by the board of directors of Centerpulse Orthopedics Ltd., approving
the Pledge Agreement and the Security Assignment Agreement and authorizing the
signing of such agreements.  (y)Certified extract from
the register of commerce with regard to Centerpulse Orthopedics Ltd.  (z)Certified copy of
articles of incorporation of Centerpulse Orthopedics Ltd., showing
group-clause.  (aa)Minutes of the general
meeting of shareholders of Centerpulse Orthopedics approving the Pledge
Agreement and the Security Assignment Agreement.  (bb)Pledge Agreement duly
signed by Centerpulse Orthopedics Ltd.  (cc)Security Assignment
Agreement duly signed by Centerpulse Orthopedics Ltd.  117 
   (dd)Copy of insurance
Policies of Centerpulse Orthopedics Ltd. as contained in Schedule 4 of the
Security Assignment Agreement.  (ee)Notification of
assignment of insurance claims of Centerpulse Orthopedics Ltd. pursuant to
Schedule 5 of the Security Assignment Agreement.  (ff)List of accounts of
Centerpulse Orthopedics Ltd. (Schedule 3 of the Security Assignment Agreement).  4.6Italian Security Documents  (a)Certified copy of the Italian Pledge duly executed.  (b)Evidence satisfactory to the Facility Agent of endorsement, duly
notarized and, if required, apostilled, of the certificate No. 12 representing
14,025 ordinary shares of Sulzer Orthopedics Italia S.p.A.  (c)Evidence satisfactory to the Facility Agent of annotation of the
pledge on the shareholders ledger of Sulzer Orthopedics Italia S.p.A.  (d)Evidence satisfactory to the Facility Agent of (i) delivery to the
Security Agent of the certificate under (b) above duly endorsed and (ii) a
certified copy of the annotation.  (e)Certified copy of the minutes of the relevant corporate bodies of
Centerpulse Ltd. authorizing the execution and delivery of the Italian Pledge.  (f)Certified copy of the minutes of the resolution of Sulzer
Orthopedics Italia S.p.A.s Board of Directors authorizing the execution and
delivery of the Italian Pledge.  4.7Canadian Security Documents  (a)The share pledge in respect of 65% of the shares in Sulzer Medica
Canada Inc.  (b)The share pledge in respect of 65% of the shares in Centerpulse
Dental Corp.  (c)The share pledge in respect of 65% of the shares in Centerpulse
Orthopedics Canada Inc.  (d)The share pledge in respect of 65% of the shares in Sulzer
Carbomedics Canada Ltd.  4.8Austrian Security Documents  (a)The share pledge in respect of the shares in Sulzer Orthopädie
Austria GmbH held by Centerpulse Ltd.  4.9Spanish Security Documents  (a)The share pledge in respect of the shares in Centerpulse Ibérica SA
held by Centerpulse Ltd.  (b)The Spanish Security Agreement.  118 
   4.10Netherlands Security Documents  (a)The notarial deed of pledge of shares in Centerpulse Netherlands BV
held by Centerpulse Ltd.  (b)The notarial deed of pledge of shares in Sulzer Cardiovascular BV
held by Centerpulse Ltd.  119 
   Part II Conditions
Precedent Required to be Delivered by
an Additional Guarantor  1.An Accession Letter, duly executed by the Additional Guarantor and
the Company.  2.A copy of the constitutional documents of the Additional Guarantor.  3.A copy of a resolution of the board of directors of the Additional
Guarantor:  (a)approving the terms of, and the transactions contemplated by, the
Accession Letter and the Finance Documents and resolving that it execute the
Accession Letter;  (b)authorising a specified person or persons to execute the Accession
Letter on its behalf; and  (c)authorising a specified person or persons, on its behalf, to sign
and/or deliver all other documents and notices to be signed and/or delivered by
it under or in connection with the Finance Documents.  4.A specimen of the signature of each person authorised by the
resolution referred to in paragraph 3 above.  5.A copy of a resolution signed by all the holders of the issued
shares of the Additional Guarantor, approving the terms of, and the
transactions contemplated by, the Finance Documents to which the Additional
Guarantor is a party.  6.A certificate of the Additional Guarantor (signed by a director)
confirming that guaranteeing the Total Commitments would not cause any
guaranteeing or similar limit binding on it to be exceeded.  7.A certificate of an authorised signatory of the Additional Guarantor
certifying that each copy document listed in this Part II of Schedule 2 is
correct, complete and in full force and effect as at a date no earlier than the
date of the Accession Letter.  8.A copy of any other Authorisation or other document, opinion or
assurance which the Facility Agent considers to be necessary or desirable in
connection with the entry into and performance of the transactions contemplated
by the Accession Letter or for the validity and enforceability of any Finance
Document.  9.If available, the latest audited financial statements of the
Additional Guarantor.  10.If the proposed Additional Guarantor is incorporated in a
jurisdiction other than England and Wales, evidence that the process Facility
Agent specified in Clause 38.2 (Service of process), if not an Obligor,
has accepted its appointment in relation to the proposed Additional Guarantor.  11.A legal opinion of Cleary, Gottlieb, Steen & Hamilton, legal
advisers to the Arranger.  12.If the Additional Guarantor is incorporated in a jurisdiction other
than England and Wales, either (i) a legal opinion of the legal advisers to the
Arranger and the Agent or  120 
   (ii) if customary practice in such
jurisdictions, a legal opinion from the legal advisers to that Additional
Guarantor in the jurisdiction in which the Additional Guarantor is
incorporated.  13.US Security Interest Opinion by US counsel for the Additional Guarantor
if it has assets located in the United States of America which are being
secured.  14.Such Security Documents duly executed by that Additional Guarantor
as the Facility Agent, Security Agent or the Majority Lenders may reasonably
request provided that, if that Additional Guarantor has assets in a
jurisdiction in which similar assets are the subject of Security under the
Security Documents on the date the Additional Guarantor becomes a Party to this
Agreement, the Security Documents so requested in respect of those assets of
the Additional Guarantor shall be substantially in same form as the Security
Documents creating security in respect of such similar assets and otherwise
subject to applicable legal limitations, and taking into account whether or not
the provision of such security would impose an undue administrative burden on,
or material inconvenience to the ordinary course of operations of, the
providers having regard to costs incurred to grant such security and the
benefit obtained by the beneficiary thereof provided further that no
notification to customers of assignment of receivables will be permitted except
during the continuance of an Event of Default under the Senior Credit
Agreement.  121 
   SCHEDULE
3REQUESTS  Part I Utilisation
Request  From:      Centerpulse Orthopedics Inc.  To:          UBS AG, Stamford Branch, as Facility
Agent  To:          UBS AG, Stamford Branch as Security
Agent  Dated:  Dear Sirs  Centerpulse
Orthopedics Inc.  [        ] Facility
Agreement  dated
[      ] (the Agreement)  1.We refer to the Agreement. 
This is the Utilisation Request. 
Terms defined in the Agreement have the same meaning in this Utilisation
Request unless given a different meaning in this Utilisation Request.  2.We wish to borrow Loans on the following terms:  Proposed
  Utilisation Date:
  [      ] or,
  if that is not a Business Day, the next Business Day, which is a day on or
  prior to November 4, 2002Amount of
  Tranche A Dollar Loan:
  [       ]Amount of
  Tranche A Euro Loan:
  [       ]Amount of
  Tranche B Dollar Loan:
  [       ]Amount of
  Tranche B Euro Loan:
  [       ]Interest
  Period:
  [             ]  3.We request that in the case of Lenders with Facility Offices in the
United States of America, interest will be calculated by reference to
[LIBOR]/[Prime Rate].  4.We confirm that each condition specified in Clause 4.2 (Further
conditions precedent) is satisfied on the date of this Utilisation
Request.  5.The proceeds of this Loan should be credited to [account].  6.This Utilisation Request is irrevocable.  122 
   7.[Instructions regarding payments to Cash Collateral Account].  Yours
  faithfullyauthorised signatory forCenterpulse
  Orthopedics Inc.  123 
   Part II Selection
Notice  From:      Centerpulse Orthopedics Inc.  To:          [Facility Agent]  Dated:  Dear Sirs  Centerpulse
Orthopedics Inc. - [      ] Facility Agreement 
dated [    ] (the Agreement)  1.We refer to the Agreement. 
This is a Selection Notice. 
Terms defined in the Agreement have the same meaning in this Selection
Notice unless given a different meaning in this Selection Notice.  2.We refer to the following Loan with an Interest Period ending on
[            ]*.  3.We request that in the case of Lenders with Facility Offices in the
United States of America, interest will be calculated by reference to
[LIBOR]/[Prime Rate].  4.[We request that the above Loan[s] be divided into
[             ]
Loans  with the following amounts and
Interest Periods:]**  or  [We request
that the next Interest Period for the above Loan[s] is
[        ]].***  5.This Selection Notice is irrevocable.  Yours
  faithfullyauthorised signatory forCenterpulse
  Orthopedics Inc.  
 *       Insert details of all Loans which have an
Interest Period ending on the same date. **     Use this option if division of Loans is
requested. ***   Use this option if sub-division is not
required.  124 
   SCHEDULE
4 MANDATORY
COST FORMULA  1.The Mandatory Cost is an addition to the interest rate to compensate
Lenders for the cost of compliance with (a) the requirements of the Bank of
England and/or the Financial Services Authority (or, in either case, any other
authority which replaces all or any of its functions) or (b) the requirements
of the European Central Bank.  2.On the first day of each Interest Period (or as soon as possible
thereafter) the Facility Agent shall calculate, as a percentage rate, a rate
(the Additional
Cost Rate) for each Lender, in accordance with the paragraphs set
out below.  The Mandatory Cost will be
calculated by the Facility Agent as a weighted average of the Lenders
Additional Cost Rates (weighted in proportion to the percentage participation
of each Lender in the relevant Loan) and will be expressed as a percentage rate
per annum.  3.The Additional Cost Rate for any Lender lending from a Facility
Office in a Participating Member State will be the percentage notified by that
Lender to the Facility Agent.  This
percentage will be certified by that Lender in its notice to the Facility Agent
to be its reasonable determination of the cost (expressed as a percentage of
that Lenders participation in all Loans made from that Facility Office) of
complying with the minimum reserve requirements of the European Central Bank in
respect of loans made from that Facility Office.  4.The Additional Cost Rate for any Lender lending from a Facility
Office in the United Kingdom will be calculated by the Facility Agent as
follows:  (a)in relation to a sterling Loan:  per cent. per annum  (b)in relation to a Loan in any currency other than sterling:  per cent. per annum.  Where:  Ais the percentage of Eligible Liabilities (assuming these to be in
excess of any stated minimum) which that Lender is from time to time required
to maintain as an interest free cash ratio deposit with the Bank of England to
comply with cash ratio requirements.  Bis the percentage rate of interest (excluding the Margin and the
Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of
interest specified in paragraph (a) of Clause 8.3 (Default interest)) payable
for the relevant Interest Period on the Loan.  125 
   Cis the percentage (if any) of Eligible Liabilities which that Lender
is required from time to time to maintain as interest bearing Special Deposits
with the Bank of England.  Dis the percentage rate per annum payable by the Bank of England to
the Agent on interest bearing Special Deposits.  Eis designed to compensate Lenders for amounts payable under the Fees
Rules and is calculated by the Facility Agent as being the average of the most
recent rates of charge supplied by the Reference Banks to the Facility Agent
pursuant to paragraph 7 below and expressed in pounds per £1,000,000.  5.For the purposes of this Schedule:  (a)Eligible Liabilities and Special Deposits have the
meanings given to them from time to time under or pursuant to the Bank of
England Act 1998 or (as may be appropriate) by the Bank of England;  (b)Fees Rules means the rules on periodic fees contained in the
FSA Supervision Manual or such other law or regulation as may be in force from
time to time in respect of the payment of fees for the acceptance of deposits;  (c)Fee Tariffs means the fee tariffs specified in the Fees Rules
under the activity group A.1 Deposit acceptors (ignoring any minimum fee or
zero rated fee required pursuant to the Fees Rules but taking into account any
applicable discount rate); and  (d)Tariff Base has the meaning given to it in, and will be
calculated in accordance with, the Fees Rules.  6.In application of the above formulae, A, B, C and D will be included
in the formulae as percentages (i.e. 5 per cent. will be included in the
formula as 5 and not as 0.05).  A
negative result obtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded to
four decimal places.  7.If requested by the Facility Agent, each Reference Bank shall, as
soon as practicable after publication by the Financial Services Authority,
supply to the Facility Agent, the rate of charge payable by that Reference Bank
to the Financial Services Authority pursuant to the Fees Rules in respect of
the relevant financial year of the Financial Services Authority (calculated for
this purpose by that Reference Bank as being the average of the Fee Tariffs
applicable to that Reference Bank for that financial year) and expressed in
pounds per £1,000,000 of the Tariff Base of that Reference Bank.  8.Each Lender shall supply any information required by the Facility
Agent for the purpose of calculating its Additional Cost Rate.  In particular, but without limitation, each
Lender shall supply the following information on or prior to the date on which
it becomes a Lender:  (a)the jurisdiction of its Facility Office; and  126 
   (b)any other information that the Facility Agent may reasonably require
for such purpose.  Each Lender
shall promptly notify the Facility Agent of any change to the information
provided by it pursuant to this paragraph.  9.The percentages of each Lender for the purpose of A and C above and
the rates of charge of each Reference Bank for the purpose of E above shall be
determined by the Facility Agent based upon the information supplied to it
pursuant to paragraphs 7 and 8 above and on the assumption that, unless a
Lender notifies the Facility Agent to the contrary, each Lenders obligations
in relation to cash ratio deposits and Special Deposits are the same as those
of a typical bank from its jurisdiction of incorporation with a Facility Office
in the same jurisdiction as its Facility Office.  10.The Facility Agent shall have no liability to any person if such
determination results in an Additional Cost Rate which over or under
compensates any Lender and shall be entitled to assume that the information
provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8
above is true and correct in all respects.  11.The Facility Agent shall distribute the additional amounts received
as a result of the Mandatory Cost to the Lenders on the basis of the Additional
Cost Rate for each Lender based on the information provided by each Lender and
each Reference Bank pursuant to paragraphs 3, 7 and 8 above.  12.Any determination by the Facility Agent pursuant to this Schedule in
relation to a formula, the Mandatory Cost, an Additional Cost Rate or any
amount payable to a Lender shall, in the absence of manifest error, be
conclusive and binding on all Parties.  13.The Facility Agent may from time to time, after consultation with
the Company and the Lenders, determine and notify to all Parties any amendments
which are required to be made to this Schedule in order to comply with any
change in law, regulation or any requirements from time to time imposed by the
Bank of England, the Financial Services Authority or the European Central Bank
(or, in any case, any other authority which replaces all or any of its
functions) and any such determination shall, in the absence of manifest error,
be conclusive and binding on all Parties.  127 
   SCHEDULE
5 FORM OF
TRANSFER CERTIFICATES  Part I  To:                  [          ]
as Facility Agent  From:        [The Existing Lender] (the Existing
Lender) and [The New Lender] (the     New Lender)  Copy
to:         The Company  Dated:  Centerpulse
Orthopedics Inc. 
[          ] Facility Agreement dated
[       ] (the Agreement)  1.We refer to the Agreement. 
This is a Transfer Certificate. 
Terms defined in the Agreement have the same meaning in this Transfer
Certificate unless given a different meaning in this Transfer Certificate.  2.We refer to Clause 23.5 (Procedure for transfer):  (a)The Existing Lender and the New Lender agree to the Existing Lender
transferring to the New Lender by novation all or part of the Existing Lenders
Commitment, rights and obligations referred to in the Schedule in accordance
with Clause 23.5 (Procedure for transfer).  (b)The proposed Transfer Date is
[         ].  (c)The Facility Office and address, fax number and attention details
for notices of the New Lender for the purposes of Clause 30.2 (Addresses)
are set out in the Schedule.  3.The New Lender expressly acknowledges the limitations on the
Existing Lenders obligations set out in paragraph (c) of Clause 23.4 (Limitation
of responsibility of Existing Lenders).  4.The New Lender confirms that it:  (a)will be the beneficial owner of each payment to which it is entitled
under the Agreement; and  (b)(i) is a corporation incorporated or organised under the laws of the
United States of America or any state thereof (including the District of
Columbia); (ii) will be entitled, under a double tax treaty, to a full
exemption from tax imposed by the United States of America on any such payment;
or (iii) will otherwise be entitled to receive any such payment without
deduction or withholding of any United States federal income tax; and  (c)will comply with any procedural requirements necessary to receive
any such payment without deduction or withholding of any United States federal
income tax, including any necessary certifications with respect to treaty benefits,
and will cause  128 
   each of its agents through which any such
payment will be received to comply with such procedural requirements; and  (d)consents hereby to the terms and provisions of the Security Agency
Agreement and is hereby made a party to such Security Agency Agreement.  5.With specific reference to the Italian Pledge, the Existing Lender
and the New Lender acknowledge that, as a result of signing this Transfer
Certificate, all or part of the rights and obligations under the Italian Pledge
are transferred to the New Lender.  The
New Lender expressly authorises the Security Agent to request to the directors
of Sulzer Orthopedics Italia S.p.A. the annotation, on the share certificates
and on the shareholders ledger of the company, of any future transfer of the
Italian Pledge in favor of any third pledgee. 
For the purposes of Italian law the transfer made under this Transfer
Certificate shall be deemed to constitute a cessione
del contratto.  [6/7].This
Transfer Certificate may be executed in any number of counterparts and this has
the same effect as if the signatures on the counterparts were on a single copy
of this Transfer Certificate.  [7/8].This
Transfer Certificate is governed by English law.  THE SCHEDULE  Commitment/rights and obligations
to be transferred  [insert
relevant details]
[Facility
Office address, fax number and attention details for notices and account
details for payments,]   [Existing Lender]
  [New Lender]By:
  By:  This Transfer
Certificate is accepted by the Facility Agent and the Transfer Date is
confirmed as
[           ].  [Facility Agent]By:  129 
   Part II  LMA TRANSFER
CERTIFICATE (PAR)  BANK:
  
  Date:  TRANSFEREE:  Copy to:The Company  This Transfer
Certificate is entered into pursuant to (i) the agreement (the Sale
Agreement) evidenced by the Confirmation dated
              
between the Bank and the Transferee (acting directly or through their
respective agents) and (ii) the Credit Agreement.  On the
Transfer Date, the transfer by way of novation from the Bank to the Transferee
on the terms set out herein and in the Credit Agreement shall become effective
subject to:-  (i)the Sale Agreement and the terms and conditions incorporated in the
Sale Agreement;  (i)the terms and conditions annexed hereto; and  (ii)the schedule annexed hereto,  all of which
are incorporated herein by reference.  The Bank
  The Transferee[                   ]
  [                 ]By:
  By:  130 
   The Schedule  Credit Agreement Details:Borrower(s):Credit
  Agreement DatedGuarantor(s):Agent Bank:Security:
  o  No             o  Yes
  (specify)Total
  Facility Amount:Governing
  Law:Additional
  Information:Transfer Details:Name of
  Tranche Facility:Nature
  (Term):Final
  Maturity:Participation TransferredCommitment
  transferred(1)Drawn Amount (details below):(1)Undrawn Amount:(1)Settlement
  Date:Details of outstanding
  Credits(1)Specify in
  respect of each Credit:Transferred Portion (amount):Tranche/Facility:Nature:
  o  TermAdministration DetailsBanks
  Receiving Account:Transferees
  Receiving Account:AddressesBank
  Transferee[                ]
  [                ]Address:
  Address:Telephone:
  Telephone:Facsimile:
  Facsimile:Telex:
  Telex:Attn/Ref:
  Attn/Ref:  
 (1)   As at the date of the Transfer Certificate  131 
   TERMS AND
CONDITIONS  These are the
Terms and Conditions applicable to the transfer certificate including the
Schedule thereto (the Transfer Certificate) to which they are
annexed.  1.Interpretation  In these Terms
and Conditions words and expressions shall (unless otherwise expressly defined
herein) bear the meaning given to them in the Transfer Certificate, the Credit
Agreement or the Sale Agreement.  2.Transfer  The Bank
requests the Transferee to accept and procure the transfer by novation of all
or a part (as applicable) of such participation of the Bank under the Credit
Agreement as is set out in the relevant part of the Transfer Certificate under
the heading Participation Transferred (the Purchased Assets) by
counter-signing and delivering the Transfer Certificate to the Facility Agent
at its address for the service of notice specified in the Credit
Agreement.  On the Transfer Date the
Transferee shall pay to the Bank the Settlement Amount as specified in the
pricing letter between the Bank and the Transferee dated the date of the
Transfer Certificate (adjusted, if applicable, in accordance with the Sale
Agreement) and completion of the transfer will take place.  3.Effectiveness
of Transfer  The Transferee
hereby requests the Facility Agent to accept the Transfer Certificate as being
delivered to the Facility Agent pursuant to and for the purposes of the Credit
Agreement so as to take effect in accordance with the terms of the Credit
Agreement on the Transfer Date or on such later date as may be determined in
accordance with the terms thereof.  4.Transferees
Undertaking  The Transferee
hereby undertakes with the Facility Agent and the Bank and each of the other
parties to the Credit Documentation that it will perform in accordance with its
terms all those obligations which by the terms thereof will be assumed by it
after delivery of the Transfer Certificate to the Facility Agent and
satisfaction of the conditions (if any) subject to which the Transfer
Certificate is to take effect.  5.Payments  5.1Place  All payments
by either party to the other under the Transfer Certificate shall be made to
the Receiving Account of that other party. 
Each party may designate a different account as its Receiving Account
for payment by giving the other not less than five Business Days notice before
the due date for payment.  132 
   5.2Funds  Payments under
the Transfer Certificate shall be made in the currency in which the amount is
denominated for value on the due date at such times and in such funds as are
customary at the time for settlement of transactions in that currency.  6.The
Facility Agent  The Facility Agent shall not be required to
concern itself with the Sale Agreement and may rely on the Transfer Certificate
without taking account of the provisions of such agreement.  7.Assignment
of Rights  The Transfer
Certificate shall be binding upon and enure to the benefit of each party and
its successors and permitted assigns provided that neither party may assign or
transfer its rights thereunder without the prior written consent of the other
party.  8.Third
Party Rights  A person who
is not a party to the Transfer Certificate has no rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any
term of the Transfer Certificate.  9.Governing
Law and Jurisdiction  The Transfer
Certificate (including, without limitation, these Terms and Conditions) shall
be governed by and construed in accordance with the laws of England, and the
parties submit to the non-exclusive jurisdiction of the English courts.  Each party
irrevocably appoints the person described as process agent (if any) specified
in the Sale Agreement to receive on its behalf service of any action, suit or
other proceedings in connection with the Transfer Certificate.  If any person appointed as process agent
ceases to act for any reason the appointing party shall notify the other party
and shall promptly appoint another person incorporated within England and Wales
to act as its process agent.  133 
   SCHEDULE 6  FORM
OF ACCESSION LETTER  To:          [        ]
as Facility Agent  From:      [Subsidiary] and [Company]  Dated:  Dear Sirs  [Company] 
[         ] Facility Agreement dated
[        ] (the Agreement)  1.We refer to the Agreement. 
This is an Accession Letter. 
Terms defined in the Agreement have the same meaning in this Accession
Letter unless given a different meaning in this Accession Letter.  2.[     ]
agrees to become an Additional Guarantor and to be bound by the terms of the
Agreement as an Additional Guarantor pursuant to Clause 24.2 (Additional
Guarantors) of the Agreement. 
[     ]
is a company duly incorporated under the laws of [name of relevant jurisdiction].  3.[          ]
administrative details are as follows:  Address:  Fax No:  Attention:  4.This Accession Letter is governed by English law.  This Guarantor
Accession Letter is entered into by deed.  [Company][Subsidiary]   134 
   SCHEDULE 7  FORM
OF RESIGNATION LETTER  To:          [      ]
as Facility Agent  From:      [resigning Obligor] and [Company]  Dated:  Dear Sirs [Company] 
[       ] Facility Agreement
dated [       ] (the Agreement)  1.We refer to the Agreement. 
This is a Resignation Letter. 
Terms defined in the Agreement have the same meaning in this Resignation
Letter unless given a different meaning in this Resignation Letter.  2.Pursuant to Clause 24.4 (Resignation of a Guarantor), we request that [resigning
Obligor] be released from its obligations as a Guarantor under the
Agreement.  3.We confirm that:  (a)no Default is continuing or would result from the acceptance of this
request; and  (b)this Resignation Letter will only become effective on the date on
which [insert name of resigning Obligor] ceases to be a member of the Group in
accordance with the terms of this Agreement and the proviso in the definition
of Material Subsidiary shall still be satisfied following such resignation.*  4.This Resignation Letter is governed by English law.  [Company][Subsidiary]  By:By:  
 * Insert any
other conditions required by the Facility Agreement.  135 
   SCHEDULE 8  FORM
OF COMPLIANCE CERTIFICATE OF COMPANY  Part I  To:          [      ]
as Facility Agent  From:      [Company]  Dated:  Dear Sirs  [Company] 
[         ] Facility Agreement
dated [           ] (the
Agreement)  1.We refer to the Agreement. 
This is a Compliance Certificate. 
Terms defined in the Agreement have the same meaning in this Compliance
Certificate unless given a different meaning in this Compliance Certificate.  2.We confirm that:  [Insert
details of covenants to be certified]  3.Excess Cash Flow for [insert year] was
[     ]*  4.[We confirm that no Default is continuing.]**  Signed:Director
  DirectorOf
  Of[Company]
  [Company]  
 *If
the financial statements are delivered in accordance with Clause 19.1(a) (Financial
Statements). **If this
statement cannot be made, the certificate should identify any Default that is
continuing and the steps, if any, being taken to remedy it.  136 
   PART II
FORM OF COMPLIANCE CERTIFICATE OF COMPANY  [TO FOLLOW]  To:          [      ]
as Facility Agent  for and on
  behalf of[name of
  auditors of the Company]***  
 ***Only
applicable if the Compliance Certificate accompanies the audited financial
statements and is to be signed by the auditors. To be agreed with the Companys
auditors prior to signing the Agreement.  137 
   SCHEDULE 9  EXISTING
SECURITY  Name
  of Obligor
  
  Security
  
  Total
  Principal Amount of
  Indebtedness Secured  138 
   Schedule 9: Existing Securities  Updated
  as per
  
  24.10.2002  Name of Obligor
  
  Securities
  Intermediary
  
  Address of Securities
  Intermediary
  
  Type of Account
  
  Currency
  
  Amount in 000BondsSULZER CARBOMEDICS INC.
  
  JP
  Morgan
  
  Houston,
  TX, USA
  
  Bid
  bond
  
  USD
  
  25SULZER CARBOMEDICS INC.
  
  JP
  Morgan
  
  Houston,
  TX, USA
  
  Performance
  bond
  
  USD
  
  10SULZER CARBOMEDICS INC.
  
  Bank
  of America
  
  Concord,
  CA, USA
  
  Bid
  bond
  
  USD
  
  1SULZER CARBOMEDICS INC.
  
  Bank
  of America
  
  Concord,
  CA, USA
  
  Bid
  bond
  
  USD
  
  3CENTERPULSE
  KOREA LTD
  
  Woori Bank
  
  Seoul,
  KR
  
  Public
  bond
  
  KRW
  
  8230SULZER ORTHOPEDICS
  INDIA PRIVATE LTD
  
  Deutsche Bank
  
  Chennai, IN
  
  Performance
  Bond
  
  INR
  
  233SULZER ORTHOPEDICS
  INDIA PRIVATE LTD
  
  Vysya
  Bank
  
  Chennai,
  IN
  
  Performance
  Bond
  
  INR
  
  105SULZER ORTHOPEDICS
  INDIA PRIVATE LTD
  
  Vysya
  Bank
  
  Chennai,
  IN
  
  Bid
  Bond
  
  INR
  
  61SULZER ORTHOPEDICS
  INDIA PRIVATE LTD
  
  Vysya
  Bank
  
  Chennai,
  IN
  
  Performance
  Bond
  
  INR
  
  95VASCUTEK LTD
  
  Bank
  of Scotland
  
  Renfrewshire,
  GB
  
  Bid
  bond
  
  USD
  
  5Guarantees,
  LOCCENTERPULSE LTD
  
  Credit
  Suisse
  
  Zurich,
  CH
  
  Letter
  of Guarantee
  
  CHF
  
  180CENTERPULSE LTD
  
  Credit
  Suisse
  
  Zurich,
  CH
  
  Cash
  Collateral
  
  CHF
  
  1000CENTERPULSE ORTHOPEDICS
  LTD
  
  Credit
  Suisse
  
  Zurich,
  CH
  
  Cash
  Collateral
  
  CHF
  
  311CENTERPULSE ORTHOPEDICS
  LTD
  
  China
  Construction Bank
  
  Shanghai,
  VRC
  
  Cash
  Collateral
  
  CHF
  
  15CENTERPULSE LTD /CENTERPULSE AUSTRALIA PTY. LTD
  
  Westpac
  
  Hornsby,
  AU
  
  Letter
  of Guarantee
  
  AUD
  
  45CENTERPULSE LTD /CENTERPULSE AUSTRALIA PTY. LTD
  
  Westpac
  
  Hornsby,
  AU
  
  Letter
  of Guarantee
  
  AUD
  
  64CENTERPULSE LTD /CENTERPULSE AUSTRALIA PTY. LTD
  
  Westpac
  
  Hornsby,
  AU
  
  Letter
  of Guarantee
  
  AUD
  
  5SULZER ORTHOPEDICS
  IBÉRICA SA
  
  Deutsche Bank
  
  Madrid,
  ES
  
  Letter
  of Guarantee
  
  EUR
  
  546CENTERPULSE LTD /SULZER ORTHOPEDICS IBÉRICA SA
  
  BBVA
  Bank
  
  Madrid,
  ES
  
  Letter
  of Guarantee
  
  EUR
  
  265SULZER ORTHOPEDICS
  IBÉRICA SA
  
  Fundos
  y Obras
  1)
  
  
  Cash
  Collateral
  
  EUR
  
  48SULZER ORTHOPEDICS
  IBÉRICA SA
  
  Prior
  Velho Inmobiliaria
  1)
  
  
  Cash
  Collateral
  
  EUR
  
  4SULZER ORTHOPEDICS
  IBÉRICA SA
  
  Rentamar
  1)
  
  
  Cash
  Collateral
  
  EUR
  
  4CENTERPULSE FRANCE SA
  
  Unipierre
  1)
  
  
  Cash
  Collateral
  
  EUR
  
  11CENTERPULSE FRANCE SA
  (CENTERPULSE SUD-OUEST SARL)
  
  Unipierre
  1)
  
  
  Cash
  Collateral
  
  EUR
  
  4CENTERPULSE FRANCE SA
  (CENTERPULSE OUEST SARL)
  
  SCI
  Aymeline
  1)
  
  
  Cash
  Collateral
  
  EUR
  
  16CENTERPULSE FRANCE SA
  (CENTERPULSE NORD SARL)
  
  SCI
  Vauban, Unipierre
  1)
  
  
  Cash
  Collateral
  
  EUR
  
  19CENTERPULSE FRANCE SA
  (CENTERPULSE SUD-OUEST SARL)
  
  Cocci
  1)
  
  
  Cash
  Collateral
  
  EUR
  
  7SULZER ORTHOPEDICS
  ITALIA SPA.
  
  Land
  Lord
  1)
  
  
  Guarantee
  Deposit
  
  EUR
  
  27SULZER ORTHOPEDICS
  ITALIA SPA
  
  Land
  Lord
  1)
  
  
  Guarantee
  Deposit
  
  EUR
  
  3SULZER ORTHOPEDICS
  ITALIA SPA
  
  
  1)
  
  
  Guarantee
  
  EUR
  
  258SULZER ORTHOPEDICS
  ITALIA SPA
  
  Government
  (VAT)
  1)
  
  
  Guarantee
  
  EUR
  
  203SULZER ORTHOPEDICS
  ITALIA SPA
  
  Public
  Tenders
  1)
  
  
  Guarantee
  
  EUR
  
  1715SULZER
  ORTHOPEDICS SWEDEN AB
  
  Nordea
  
  Tumba,
  SE
  
  Cash
  Collateral
  
  SEK
  
  70SULZER
  ORTHOPEDICS SWEDEN AB
  
  Nordea
  
  Tumba,
  SE
  
  Cash
  Collateral
  
  SEK
  
  40CENTERPULSE LTD /CENTERPULSE ORTHOPEDICS INC.
  
  Credit
  Suisse
  
  Zurich,
  CH
  
  Letter
  of Credit
  
  USD
  
  177CENTERPULSE LTD /CENTERPULSE ORTHOPEDICS INC.
  
  Credit
  Suisse
  
  Zurich,
  CH
  
  Letter
  of Credit
  
  USD
  
  350CENTERPULSE LTD /CENTERPULSE ORTHOPEDICS INC.
  
  Credit
  Suisse
  
  Zurich,
  CH
  
  Letter
  of Credit
  
  USD
  
  114  139 
   CENTERPULSE LTD /CENTERPULSE ORTHOPEDICS INC.
  
  Credit
  Suisse
  
  Zurich,
  CH
  
  Letter
  of Credit
  
  USD
  
  1660CENTERPULSE LTD /CENTERPULSE ORTHOPEDICS INC.
  
  Credit
  Suisse
  
  Zurich,
  CH
  
  Letter
  of Credit
  
  USD
  
  225CENTERPULSE LTD /CENTERPULSE ORTHOPEDICS INC.
  
  Credit
  Suisse
  
  Zurich,
  CH
  
  Letter
  of Credit
  
  USD
  
  100CENTERPULSE ORTHOPEDICS
  INC.
  
  JP
  Morgan
  
  Houston,
  TX, USA
  
  Cash
  Collateral
  
  USD
  
  10000CENTERPULSE ORTHOPEDICS
  INC.
  
  JP
  Morgan
  
  Houston,
  TX, USA
  
  Cash
  Collateral
  
  USD
  
  10000CENTERPULSE ORTHOPEDICS
  INC.
  
  AAOS
  hotel deposits
  1)
  
  
  Cash
  Collateral
  
  USD
  
  18CENTERPULSE ORTHOPEDICS
  INC.
  
  AAOS
  booth deposits
  1)
  
  
  Cash
  Collateral
  
  USD
  
  178CENTERPULSE ORTHOPEDICS
  INC.
  
  Deer
  Valley Resort
  1)
  
  
  Cash
  Collateral
  
  USD
  
  25CENTERPULSE ORTHOPEDICS
  INC.
  
  Four
  Seasons Aviara
  1)
  
  
  Cash
  Collateral
  
  USD
  
  20CENTERPULSE ORTHOPEDICS
  INC.
  
  St.
  Regis Monach
  1)
  
  
  Cash
  Collateral
  
  USD
  
  25CENTERPULSE ORTHOPEDICS
  INC.
  
  Harvard
  Medical School
  1)
  
  
  Cash
  Collateral
  
  USD
  
  10CENTERPULSE ORTHOPEDICS
  INC.
  
  various
  for meeting deposits (< USD 10k)
  1)
  
  
  Cash
  Collateral
  
  USD
  
  35CENTERPULSE ORTHOPEDICS
  INC.
  
  misc.
  deposits
  1)
  
  
  Cash
  Collateral
  
  USD
  
  13CENTERPULSE LTD /CENTERPULSE GERMANY GMBH
  
  Hypovereinsbank
  
  Stuttgart,
  DE
  
  Letter
  of Guarantee
  
  EUR
  
  34CENTERPULSE LTD /CENTERPULSE GERMANY GMBH
  
  Hypovereinsbank
  
  Stuttgart,
  DE
  
  Letter
  of Guarantee
  
  EUR
  
  35CENTERPULSE GERMANY
  GMBH
  
  Deutsche Bank
  
  Freiburg,
  DE
  
  Letter
  of Guarantee
  
  EUR
  
  21CENTERPULSE GERMANY
  GMBH
  
  Deutsche Bank
  
  Freiburg,
  DE
  
  Letter
  of Guarantee
  
  EUR
  
  11CENTERPULSE LTD/
  CENTERPULSE GERMANY HOLDING GMBH
  
  Deutsche Bank
  
  Freiburg,
  DE
  
  Cash
  Collateral
  
  EUR
  
  31CENTERPULSE BELUX SA/NV
  
  BBL
  
  Brussels,
  BE
  
  Letter
  of Guarantee
  
  EUR
  
  39CENTERPULSE NETHERLANDS
  B.V.
  
  ABN-AMRO
  BANK
  
  Utrecht,
  NL
  
  Cash
  Collateral
  
  EUR
  
  74CENTERPULSE NETHERLANDS
  B.V.
  
  ABN-AMRO
  BANK
  
  Utrecht,
  NL
  
  Cash
  Collateral
  
  EUR
  
  21SULZER ORTHOPEDICS CZ
  SRO
  
  GP
  Beta
  1)
  
  
  Cash
  Collateral
  
  CZK
  
  180SULZER CARDIOVASCULAR
  GMBH
  
  Dresdner
  Bank
  
  Hamburg,
  DE
  
  Cash
  Collateral
  
  EUR
  
  33SULZER CARDIOVASCULAR
  SA
  
  SCI
  Volta 8
  1)
  
  
  Cash
  Collateral
  
  EUR
  
  10SULZER CARDIOVASCULAR
  SA
  
  Avis
  Fleet services
  1)
  
  
  Cash
  Collateral
  
  EUR
  
  3SULZER CARDIOVASCULAR
  SA
  
  Total
  1)
  
  
  Cash
  Collateral
  
  EUR
  
  4CENTERPULSE KOREA LTD
  
  Building
  owner
  1)
  
  
  Cash
  Collateral
  
  KRW
  
  170000CENTERPULSE
  KOREA LTD
  
  Woori Bank
  1)
  Seoul, KR
  
  Cash
  Collateral
  
  KRW
  
  2500CENTERPULSE KOREA LTD
  
  SK
  Telecom Inc. etc
  1)
  
  
  Cash
  Collateral
  
  KRW
  
  2236SULZER ORTHOPEDICS
  INDIA PRIVATE LTD
  
  CSulzer
  Intra-Therapeutic Inc.bank
  
  
  
  Cash
  Collateral
  
  INR
  
  5SULZER ORTHOPEDICS
  INDIA PRIVATE LTD
  
  Vysya
  Bank
  
  Chennai,
  IN
  
  Cash
  Collateral
  
  INR
  
  5SULZER ORTHOPEDICS
  INDIA PRIVATE LTD
  
  Mashkur
  Investment Corporation
  1)
  Chennai, IN
  
  Cash
  Collateral
  
  INR
  
  720SULZER ORTHOPEDICS
  INDIA PRIVATE LTD
  
  Health
  Care
  1)
  Mumbai, IN
  
  Cash
  Collateral
  
  INR
  
  350SULZER ORTHOPEDICS RSA
  (PTY) LTD
  
  104
  Greenway CC
  1)
  1
  
  Cash
  Collateral
  
  ZAR
  
  7CENTERPULSE JAPAN KK
  
  Leasing
  Offices Owners
  1)
  
  
  Cash
  Collateral
  
  JPY
  
  32236SULZER
  DENTAL SARL
  
  Socomie
  1)
  
  
  Cash
  Collateral
  
  EUR
  
  13CENTERPULSE DENTAL INC.
  
  Land
  Lord
  1)
  
  
  Cash
  Collateral
  
  USD
  
  42CENTERPULSE DENTAL INC.
  
  Land
  Lord
  1)
  
  
  Cash
  Collateral
  
  USD
  
  5CENTERPULSE DENTAL INC.
  
  Land
  Lord
  1)
  
  
  Cash
  Collateral
  
  USD
  
  30CENTERPULSE DENTAL INC.
  
  Land
  Lord
  1)
  
  
  Cash
  Collateral
  
  USD
  
  7CENTERPULSE DENTAL INC.
  
  Land
  Lord
  1)
  
  
  Cash
  Collateral
  
  USD
  
  0.5CENTERPULSE SPINE-TECH
  INC.
  
  Cabot
  Inc.
  1)
  
  
  Cash
  Collateral
  
  USD
  
  17CENTERPULSE SPINE-TECH
  INC.
  
  Belz
  Corp.
  1)
  
  
  Cash
  Collateral
  
  USD
  
  13CENTERPULSE SPINE-TECH
  INC.
  
  Memphis
  Gas & Light
  1)
  
  
  Cash
  Collateral
  
  USD
  
  18  140 
   CBUS/CPUSH
  
  Credit
  Suisse
  
  
  
  Letter
  of Credit
  
  USD
  
  800SULZER
  INTRA-THERAPEUTIC INC.
  
  Land
  Lord
  1)
  
  
  Cash
  Collateral
  
  USD
  
  19SULZER
  INTRA-THERAPEUTIC INC.
  
  Land
  Lord
  1)
  
  
  Cash
  Collateral
  
  USD
  
  6MortgageCENTERPULSE ORTHOPEDICS
  LTD
  
  Zuercher Kantonalbank
  
  Zurich, CH
  
  Mortgage
  
  CHF
  
  5150SULZER MITROFLOW CORP.
  
  CIBC
  
  Vancouver,
  CA
  
  Mortgage
  
  CAD
  
  276VariousCENTERPULSE USA INC.
  
  EDCP
  1)
  
  
  Cash
  Collateral
  
  USD
  
  1074CENTERPULSE LTD
  
  Zurich
  Insurance
  1)
  
  
  Cash
  Collateral
  
  CHF
  
  13000  
 Notes: 1)
means Benficiary of the Security given  141 
   SCHEDULE 10  LMA
FORM OF CONFIDENTIALITY UNDERTAKING  LMA
CONFIDENTIALITY LETTER (SELLER)  [Letterhead of Seller/Sellers agent/broker] To:  [insert
name of Potential Purchaser/Purchasers agent/broker]  Re:The U.S. $635,000,000 Facility Agreement for Centerpulse Orthopedics
Inc. (the Agreement)  Borrower: Date: Amount: Agent:  Dear Sirs  We understand
that you are considering [acquiring] /[arranging the acquisition of]  an interest in the Agreement (the
Acquisition).  In consideration of us
agreeing to make available to you certain information, by your signature of a
copy of this letter you agree as follows:  1.Confidentiality Undertaking You undertake (a) to keep the
Confidential Information confidential and not to disclose it to anyone except
as provided for by paragraph 2 below and to ensure that the Confidential
Information is protected with security measures and a degree of care that would
apply to your own confidential information, (b) to use the Confidential
Information only for the Permitted Purpose, (c) to use all reasonable
endeavours to ensure that any person to whom you pass any Confidential
Information (unless disclosed under paragraph 2[(c)/(d)] below)
acknowledges and complies with the provisions of this letter as if that person
were also a party to it, and (d) not to make enquiries of any member of the
Group or any of their officers, directors, employees or professional advisers
relating directly or indirectly to the Acquisition.  2.Permitted Disclosure We agree that you may disclose Confidential
Information:  (a)to members of the Purchaser Group and their officers, directors,
employees and professional advisers to the extent necessary for the Permitted
Purpose and to any auditors of members of the Purchaser Group;  (b)subject to the requirements of the Agreement, in accordance with the
Permitted Purpose so long as any prospective purchaser has delivered a letter
to you in equivalent form to this letter; subject to the requirements of the
Agreement, to any person to (or through) whom you  assign or transfer (or may potentially assign or transfer) all or
any of the rights, benefits and  142 
   obligations which you may acquire under the
Agreement or with (or through) whom you enter into (or may potentially enter
into) any sub-participation in relation to, or any other transaction under
which payments are to be made by reference to, the Agreement or the Borrower or
any member of the Group so long as that person has delivered a letter to you in
equivalent form to this letter; and  (c)(i) where requested or required by any court of competent jurisdiction
or any competent judicial, governmental, supervisory or regulatory body, (ii)
where required by the rules of any stock exchange on which the shares or other
securities of any member of the Purchaser Group are listed or (iii) where
required by the laws or regulations of any country with jurisdiction over the
affairs of any member of the Purchaser Group.  3.Notification of Required or Unauthorised Disclosure You agree (to
the extent permitted by law) to inform us of the full circumstances of any disclosure
under paragraph 2(d) or upon becoming aware that Confidential Information has
been disclosed in breach of this letter.  4.Return of Copies If we so request in writing, you shall return all
Confidential Information supplied to you by us and destroy or permanently erase
all copies of Confidential Information made by you and use all reasonable
endeavours to ensure that anyone to whom you have supplied any Confidential
Information destroys or permanently erases such Confidential Information and
any copies made by them, in each case save to the extent that you or the
recipients are required to retain any such Confidential Information by any
applicable law, rule or regulation or by any competent judicial, governmental,
supervisory or regulatory body or in accordance with internal policy, or where
the Confidential Information has been disclosed under paragraph 2(d) above.  5.Continuing Obligations The obligations in this letter are continuing
and, in particular, shall survive the termination of any discussions or
negotiations between you and us. 
Notwithstanding the previous sentence, the obligations in this letter
shall cease (a) if you become a party to or otherwise acquire (by assignment or
sub-participation) an interest, direct or indirect, in the Agreement or (b)
twelve months after you have returned all Confidential Information supplied to
you by us and destroyed or permanently erased all copies of Confidential
Information made by you (other than any such Confidential Information or copies
which have been disclosed under paragraph 2 above (other than sub-paragraph
2(a)) or which, pursuant to paragraph 4 above, are not required to be returned
or destroyed).  6.No Representation; Consequences of Breach, etc You acknowledge and
agree that:  (a)neither we, [nor our principal] nor any member of the Group nor any
of our or their respective officers, employees or advisers (each a Relevant
Person) (i) make any representation or warranty, express or
implied, as to, or assume any responsibility for, the accuracy, reliability or
completeness of any of the Confidential Information or any other information
supplied by us or any member of the Group or the assumptions on which it is
based or (ii) shall be  143 
   under any obligation to update or correct any
inaccuracy in the Confidential Information or any other information supplied by
us or any member of the Group or be otherwise liable to you or any other person
in respect to the Confidential Information or any such information; and  (b)we [or our principal] or members of the Group may be irreparably
harmed by the breach of the terms hereof and damages may not be an adequate
remedy; each Relevant Person or member of the Group may be granted an
injunction or specific performance for any threatened or actual breach of the
provisions of this letter by you.  7.No Waiver; Amendments, etc This letter sets out the full extent of
your obligations of confidentiality owed to us in relation to the information
the subject of this letter.  No failure
or delay in exercising any right, power or privilege hereunder will operate as
a waiver thereof nor will any single or partial exercise of any right, power or
privilege preclude any further exercise thereof or the exercise of any other
right, power or privileges hereunder. 
The terms of this letter and your obligations hereunder may only be
amended or modified by written agreement between us.  8.Inside Information You acknowledge that some or all of the
Confidential Information is or may be price-sensitive information and that the
use of such information may be regulated or prohibited by applicable
legislation relating to insider dealing and you undertake not to use any
Confidential Information for any unlawful purpose.  9.Nature of Undertakings  The
undertakings given by you under this letter are given to us and (without
implying any fiduciary obligations on our part) are also given for the benefit
of [our principal,] the Borrower and each other member of the Group.  10.Third Party Rights  (a)Subject to this paragraph 10, a person who is not a party to this
letter has no right under the Contracts (Rights of Third Parties) Act 1999 (the
Third
Parties Act) to enforce or to enjoy the benefit of any term of this
letter.  (b)The Relevant Persons may enjoy the benefit of the terms of
paragraphs 1, 3, 5, 6, 7, 8, 9 and 10 subject to and in accordance with this
paragraph 10 and the provisions of the Third Parties Act.  (c)Notwithstanding any provisions of this letter, the parties to this
letter do not require the consent of any Relevant Persons to rescind or vary
this letter at any time.  11.Governing Law and Jurisdiction This letter (including the agreement
constituted by your acknowledgement of its terms) shall be governed by and
construed in accordance with the laws of England and the parties submit to the
non-exclusive jurisdiction of the English courts.  144 
   12.Definitions In this letter (including the acknowledgement set out
below) terms defined in the Agreement shall, unless the context otherwise
requires, have the same meaning and:  Confidential
Information means any information relating to the Borrower, the
Group, the Agreement and/or the Acquisition including, without limitation, the
information memorandum provided to you by us or any of our affiliates or
advisers, in whatever form, and includes information given orally and any
document, electronic file or any other way of representing or recording
information which contains or is derived or copied from such information but
excludes information that (a) is or becomes public knowledge other than as a
direct or indirect result of any breach of this letter or (b) is known by you
before the date the information is disclosed to you by us or any of our
affiliates or advisers or is lawfully obtained by you thereafter, other than
from a source which is connected with the Group and which, in either case, as
far as you are aware, has not been obtained in violation of, and is not
otherwise subject to, any obligation of confidentiality;  Group
means the Borrower and each of its holding companies and subsidiaries and each
subsidiary of each of its holding companies (as each such term is defined in
the Companies Act 1985);  Permitted
Purpose means [subject to the terms of this letter, passing on
information to a prospective purchaser for the purpose of considering and
evaluating whether to enter into the Acquisition; and  Purchaser
Group means you, each of your holding companies and subsidiaries
and each subsidiary of each of your holding companies (as each such term is
defined in the Companies Act 1985).  Please
acknowledge your agreement to the above by signing and returning the enclosed
copy.  Yours
  faithfullyFor and on
  behalf of[Seller/Sellers
  agent/broker]To:
  [Seller][Sellers
  agent/broker]The Borrower
  and each other member of the GroupWe
  acknowledge and agree to the above:  145 
   For and on
  behalf of[Potential
  Purchaser/Purchasers agent/broker]  146 
   SCHEDULE 11  TIMETABLES  Delivery of
  a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)
  or a Selection Notice (Clause 9.1 (Selection of Interest Periods))
  
  2:00 p.m.
  New York time on the day that is 4 Business Days before the proposed
  Utilisation Date or the start of an Interest PeriodFacility
  Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders
  participation)
  
  9:00 a.m.
  New York time on the date that is 3 Business Days before the proposed
  Utilisation DateLIBOR or
  PRIME RATE is fixed
  
  Quotation
  Day as of 11:00 a.m. London time for LIBOR
  Quotation
  Day as of 11.00 a.m. New York time for Prime Rate  147 
   SCHEDULE 12  ENVIRONMENTAL
WARRANTIES  NONE  148 
   SCHEDULE 13  OWNERSHIP
OF PROPERTIES  Schedule 13: Ownership of PropertiesUpdated as per 24.10.2002  Company
  
  Address
  
  Property
  
  Type of Facility
  
  Land, Building
  
  Approx. Sqf
  
  Approx. m2
  
  Leased/Owned
  
  Secured byCENTERPULSE
  ORTHOPEDICS LTD
  
  Grabenstr.
  25, 6341 Baar
  
  Baar,
  CH
  
  Offices
  
  Land, Building
  
  37125/43056
  
  3449 / 4000
  
  Owned
  
  MortgageCENTERPULSE
  ORTHOPEDICS LTD
  
  Erlenauweg 17, 3110 Munsingen-Bern
  
  Münsingen,
  CH
  
  Offices
  
  Land, Building
  
  49514/113711
  
  4600 / 10564
  
  Owned
  
  NoCENTERPULSE
  FRANCE SA
  
  Technoland,
  127, Avenue René Jacot, 25461 Etupes Cedex
  
  Etupes,
  FR
  
  Offices
  
  Building
  
  35478
  
  3296
  
  Owned
  
  NoCENTERPULSE
  FRANCE SA
  
  44,
  Rue du Bois Bourgeois, 25100 Montbéliard
  
  Montbéliard,
  FR
  
  Offices
  
  Building
  
  5382
  
  500
  
  Owned
  
  NoCENTERPULSE
  CENTRE SARL
  
  Route
  de St. Bonnet, 03450 Ebreuil
  
  Ebreuil,
  FR
  
  Offices
  
  Building
  
  5425
  
  504
  
  Owned
  
  NoCENTERPULSE
  INDUSTRIE SARL
  
  Technoland,
  127, Avenue René Jacot, 25461 Etupes Cedex
  
  Etupes,
  FR
  
  Offices,
  Manufacturing
  
  Building
  
  18891
  
  1755
  
  Owned
  
  NoSULZER ORTHOPÄDIE GMBH
  
  Enzersdorferstr.12a, 2340 Modling b. Wien
  
  Mödling,
  AT
  
  Offices
  
  Land, Building
  
  10764
  
  1000
  
  Owned
  
  NoSULZER
  ORTHOPEDICS ITALIA SPA
  
  Via
  Cesare Pavese 4, 20090 Opera (MI)
  
  Milan,
  IT
  
  Offices,
  Warehouse
  
  Land, Building
  
  18299
  
  1700
  
  Owned
  
  NoSULZER
  ORTHOPEDICS ITALIA SPA
  
  Via
  Archimedes 41/43, Agrate Brianza (MI)
  
  Agrate,
  IT
  
  Offices
  
  Land, Building
  
  9688
  
  900
  
  Owned
  
  NoALLO
  SYSTEM SRL
  
  Via
  F.lli Cervi 22, 31050 Villorba
  
  Villorba,
  IT
  
  Offices
  
  Building
  
  2045
  
  190
  
  Owned
  
  NoCENTERPULSE
  ORTHOPEDICS INC.
  
  9900
  Spectrum Drive, Austin TX 78717
  
  Austin,
  TX
  
  Offices,
  Manufacturing, R&D
  
  Land, Building
  
  210000
  
  19509
  
  Owned
  
  NoCENTERPULSE
  SPINE-TECH INC.
  
  7375
  Bush Lake Rd., Minneapolis MN, 55439-2029
  
  Minneapolis,
  MN
  
  Offices
  
  Land, Building
  
  196022
  
  18211
  
  Owned
  
  NoSULZER
  MITROFLOW CORP.
  
  11220
  Voyager Way, Unit 1, Richmond, BC V6X-3E1
  
  Richmond,
  CA
  
  Offices,
  Manufacturing
  
  Land, Building
  
  19806
  
  1840
  
  Owned
  
  MortgageVASCUTEK
  LTD.
  
  Newmains
  Avenue, Inchinnan, Renfrewshire PA4 9RR, Scotland
  
  Inchinnan,
  GB
  
  Offices,
  Manufacturing, R&D
  
  Land, Building
  
  62510
  
  5807
  
  Owned
  
  NoSULZER
  BIOLOGICS INC.
  
  Lot
  2 Block A Jaita Business Park
  
  Cedar
  Park, TX
  
  none
  
  Land
  
  22.8 acres
  
  
  
  Option
  to buy
  
  Letter
  of CreditALLO
  SYSTEM SRL.
  
  Via
  F.lli Cervi 22, 31050 Villorba
  
  Villorba,
  IT
  
  Offices,
  Warehouse
  
  Building
  
  16146
  
  1500
  
  Leasing
  
  NoCENTERPULSE
  LTD
  
  Andreasstr.
  15, 8050 Zurich
  
  Zürich,
  CH
  
  Offices,
  Storage
  
  Building
  
  35747
  
  3321
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  MANAGEMENT LTD
  
  Andreasstr.
  15, 8050 Zurich
  
  Zürich,
  CH
  
  Offices
  
  Building
  
  0
  
  0
  
  Leased
  
  NoCENTERPULSE
  ORTHOPEDICS LTD
  
  Sulzer
  Areal Geb. 540, 8404 Winterthur
  
  Winterthur,
  CH
  
  Offices,
  Manufacturing, R&D
  
  Building
  
  259251
  
  24085
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  ORTHOPEDICS LTD
  
  Altgasse 44, 6341 Baar
  
  Baar, CH
  
  Warehouse
  
  Building
  
  42141
  
  3915
  
  Leased
  
  NoCENTERPULSE
  ORTHOPEDICS LTD
  
  Jerome
  Bucher, Chevalier Place III, 26a, 168 Anfu Rd., 200031 Shanghai
  
  Shanghai,
  VRC
  
  Appartment
  
  Building
  
  3143
  
  292
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  ORTHOPEDICS LTD
  
  23
  Fl. Room 2312, Nanzheng Bldg. 580 Nanjing West Rd., 200041 Shanghai
  
  Shanghai,
  VRC
  
  Offices
  
  Building
  
  1324
  
  123
  
  Leased
  
  NoCENTERPULSE
  FRANCE SA
  
  10/12
  Av. de La Marne, 92120 Montrouge
  
  Montrouge,
  FR
  
  Offices
  
  Building
  
  2024
  
  188
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  FRANCE SA
  
  Technoland,
  127, Avenue René Jacot, 25461 Etupes Cedex
  
  Etupes,
  FR
  
  Offices,
  Manufacturing
  
  Building
  
  8073
  
  750
  
  Leased
  
  NoCENTERPULSE
  OUEST SARL
  
  ZAC
  du Triangle Vert, Montgerval, 35520 LaMézière
  
  La
  Mézière, FR
  
  Offices
  
  Building
  
  9042
  
  840
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  NORD SARL
  
  201,
  Rue Colbert, Centre Vauban, 59003 Lille
  
  Lille,
  FR
  
  Offices
  
  Building
  
  5339
  
  496
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  SUD-OUEST SARL
  
  17,
  Av. Raymond Grimaud, 31700 Toulouse Blagnac
  
  Toulouse,
  FR
  
  Offices
  
  Building
  
  6943
  
  645
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  SUD-OUEST SARL
  
  Centre
  dAffaires Cap Sud, Bâtiment Le Sirius, 84000 Avignon
  
  Avignon,
  FR
  
  Offices
  
  Building
  
  1572
  
  146
  
  Leased
  
  Cash
  CollateralSULZER
  ORTHOPEDICS ITALIA SPA
  
  Via
  del Lavoro 3, 20090 Opera (MI)
  
  Milan,
  IT
  
  Offices,
  Warehouse
  
  Building
  
  21636
  
  2010
  
  Leased
  
  Guarantee
  DepositSULZER
  ORTHOPEDICS ITALIA SPA
  
  Naples,
  IT
  
  Naples,
  IT
  
  Offices
  
  Building
  
  1938
  
  180
  
  Leased
  
  Guarantee
  DepositSULZER
  ORTHOPEDICS ITALIA SPA
  
  Rome,
  IT
  
  Rome,IT
  
  Offices
  
  Building
  
  2691
  
  250
  
  Leased
  
  No  149 
   Company
  
  Address
  
  Property
  
  Type of Facility
  
  Land, Building
  
  Approx. Sqf
  
  Approx. m2
  
  Leased/Owned
  
  Secured byMIGLIORI
  SRL.
  
  Via
  Umberto, 79, 95029 Viagrande (Catania)
  
  Viagrande,
  IT
  
  Offices,
  Warehouse
  
  Building
  
  8611
  
  800
  
  Leased
  
  NoCENTERPULSE
  NETHERLANDS BV
  
  Postbus 3070, Kanaalweg 14i . 352 KL, 3502 GB
  Utrecht
  
  Utrecht,
  NL
  
  Offices
  
  Building
  
  16146
  
  1500
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  BELUX SA/NV
  
  Bd. du Souverain 165, 1160 Bruxelles
  
  Brussels,
  BE
  
  Offices,
  Warehouse
  
  Building
  
  6179
  
  574
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  (UK) LTD
  
  Herriard
  House, Mill Lane, Alton, Hampshire GU34 2QJ
  
  Alton,
  GB
  
  Offices
  
  Building
  
  3670
  
  341
  
  Leased
  
  NoSULZER
  ORTHOPEDICS IBERICA SA
  
  Edificio
  Fiteni VI, Ronda de Poniente 19, 28760 Tres Cantos (Madrid)
  
  Madrid,
  ES
  
  Offices
  
  Building
  
  19375
  
  1800
  
  Leased
  
  Cash
  CollateralSULZER
  ORTHOPEDICS IBERICA SA
  
  Lisbon,
  PO
  
  Lisbon,
  PO
  
  Offices
  
  Building
  
  2691
  
  250
  
  Leased
  
  Cash
  CollateralSULZER
  ORTHOPEDICS IBERICA SA
  
  Entenca
  332  6°1°, 08015 Barcelona
  
  Barcelona,
  ES
  
  Offices
  
  Building
  
  1076
  
  100
  
  Leased
  
  Cash
  CollateralSULZER ORTHOPEDICS SWEDEN AB
  
  Ellipsvägen 11A, 14175 Kungens Kurva
  
  Kungens Kurva, SE
  
  Offices
  
  Building
  
  3434
  
  319
  
  Leased
  
  Cash
  CollateralSULZER
  ORTHOPEDICS CZ SRO
  
  Na
  zertvach 2196/34, 18000 Prague
  
  Prague,
  CZ
  
  Offices
  
  Building
  
  2906
  
  270
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  ORTHOPEDICS (SWITZERLAND) LTD
  
  Erlenauweg 17, 3110 Munsingen-Bern
  
  Münsingen,
  CH
  
  Offices
  
  Building
  
  21528
  
  2000
  
  Leased
  
  NoSULZER
  ORTHOPEDICS INDIA PRIVATE LTD
  
  3rd
  Floor, Mashkur Bldg.1, Krishnama Rd., Numgambakkam, Chennai 600 034
  
  Chennai,
  IN
  
  Offices
  
  Building
  
  3200
  
  297
  
  Leased
  
  Cash
  CollateralSULZER
  ORTHOPEDICS INDIA PRIVATE LTD
  
  Mumbai, IN
  
  Mumbai, IN
  
  Offices
  
  Building
  
  650
  
  60
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  KOREA LTD
  
  Imsung
  Bldg, 5th Floor,788-2 Yoksm-dong, Kangam-ku, Seoul 135-080
  
  Seoul,
  KR
  
  Offices,
  Warehouse
  
  Building
  
  5404
  
  502
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  JAPAN KK
  
  Itopia
  Eitai Bldg. 7F, 1-3-7 Saga, Koto-ku, Tokyo
  
  Tokyo,
  JP
  
  Offices
  
  Building
  
  5862
  
  545
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  JAPAN KK
  
  Itopia
  Eitai Bldg. 7F, 1-3-7 Saga, Koto-ku, Tokyo
  
  Tokyo,
  JP
  
  Inventory
  
  Building
  
  2865
  
  266
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  JAPAN KK
  
  Sendai,
  JP
  
  Sendai,
  JP
  
  Offices
  
  Building
  
  290
  
  27
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  JAPAN KK
  
  Nagoya,
  JP
  
  Nagoya,
  JP
  
  Offices
  
  Building
  
  1107
  
  103
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  JAPAN KK
  
  Kanazawa, JP
  
  Kanazawa, JP
  
  Offices
  
  Building
  
  384
  
  36
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  JAPAN KK
  
  Osaka,
  JP
  
  Osaka,
  JP
  
  Offices
  
  Building
  
  1145
  
  106
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  JAPAN KK
  
  Hiroshima,
  JP
  
  Hiroshima,
  JP
  
  Offices
  
  Building
  
  567
  
  53
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  JAPAN KK
  
  Fukuoka,
  JP
  
  Fukuoka,
  JP
  
  Offices
  
  Building
  
  968
  
  90
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  AUSTRALIA PTY. LTD
  
  Level
  5, 384 Eastern Valley Way, Chatswood NSW 2067
  
  Chatswood,
  AU
  
  Offices
  
  Building
  
  11970
  
  1112
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  AUSTRALIA PTY.LTD
  
  22
  Cato Street, P.O. Box 820, East Hawthorne VIC 3123
  
  Melbourne, AU
  
  Offices
  
  Building
  
  6458
  
  600
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  AUSTRALIA PTY.LTD
  
  Unit 8 / 43 Lang Parade, Milton QLD 4064
  
  Brisbane, AU
  
  Offices
  
  Building
  
  2486
  
  231
  
  Leased
  
  NoCENTERPULSE
  AUSTRALIA PTY. LTD
  
  229
  Greenhill Rd., Dulwich SA 5065
  
  Adelaide,
  AU
  
  Offices
  
  Building
  
  1335
  
  124
  
  Leased
  
  Letter
  of GuaranteeSULZER
  ORTHOPEDICS RSA (PTY.)  LTD
  
  P.O.
  Box 84651, 104 Greenway Rd. Greenside 2193, 2034 Greenside
  
  Greenside,
  ZA
  
  Offices
  
  Building
  
  1615
  
  150
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  GERMANY GMBH
  
  Merzhauser Str. 112, 79100 Freiburg
  
  Freiburg,
  DE
  
  Offices,
  Warehouse
  
  Building
  
  47857
  
  4446
  
  Leased
  
  NoCENTERPULSE
  GERMANY GMBH
  
  Kreuzberger Ring 64, 65205 Wiesbaden
  
  Wiesbaden, DE
  
  Offices
  
  Building
  
  4467
  
  415
  
  Leased
  
  Letter
  of GuaranteeCENTERPULSE
  GERMANY GMBH
  
  Martin-Kollar-Strasse 15, 81829 Munich
  
  Munich,
  DE
  
  Offices
  
  Building
  
  3950
  
  367
  
  Leased
  
  Letter
  of GuaranteeCENTERPULSE
  GERMANY GMBH
  
  Bürkle-de-la-Camp-Platz 2, 44789 Bochum
  
  Bochum, DE
  
  Offices
  
  Building
  
  3875
  
  360
  
  Leased
  
  Letter
  of GuaranteeCENTERPULSE
  GERMANY GMBH
  
  Komturstraße 18, 12099 Berlin
  
  Berlin, DE
  
  Offices
  
  Building
  
  3875
  
  360
  
  Leased
  
  Letter
  of GuaranteeCENTERPULSE
  GERMANY HOLDING GMBH
  
  Merzhauser Str. 112, 79100 Freiburg
  
  Freiburg, DE
  
  Offices
  
  Building
  
  0
  
  0
  
  Leased
  
  NoCENTERPULSE
  USA HOLDING CO.
  
  12,
  Greenway Plaza, Suite 1000, Houston TX
  
  Houston,
  TX
  
  Offices
  
  Building
  
  0
  
  0
  
  Leased
  
  NoCENTERPULSE
  USA INC.
  
  12,
  Greenway Plaza, Suite 1000, Houston TX
  
  Houston,
  TX
  
  Offices
  
  Building
  
  10000
  
  929
  
  Leased
  
  No  150 
   Company
  
  Address
  
  Property
  
  Type of Facility
  
  Land, Building
  
  Approx. Sqf
  
  Approx. m(2)
  
  Leased/Owned
  
  Secured byCENTERPULSE
  ORTHOPEDICS CANADA INC.
  
  265
  Bartley Drive, Toronto, Ontario M4A 2N7
  
  Toronto,
  CA
  
  Offices
  
  Building
  
  0
  
  0
  
  Leased
  
  NoCENTERPULSE
  DENTAL INC.
  
  1900
  Aston Avenue, Carlsbad, CA 92008-7308
  
  Carlsbad,
  CA
  
  Offices,
  Manufacturing, R&D
  
  Building
  
  44757
  
  4158
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  DENTAL INC.
  
  Carlsbad,
  CA
  
  Carlsbad,
  CA
  
  Warehouse
  
  Building
  
  5848
  
  543
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  DENTAL INC.
  
  27030
  Malibu Hills Rd., Calabasas, CA 91301
  
  Calabasas,
  CA
  
  Offices,
  Manufacturing
  
  Building
  
  36000
  
  3344
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  DENTAL INC.
  
  Encino,
  CA
  
  Encino,
  CA
  
  Offices
  
  Building
  
  14361
  
  1334
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  DENTAL INC.
  
  Arlington,
  TX
  
  Arlington,
  TX
  
  Offices
  
  Building
  
  588
  
  55
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  DENTAL CORP.
  
  170
  Attwell Dr., Suite 401, Etobicike, Ontario M9W 5Z5
  
  Etobicoke,
  CA
  
  Offices,
  Warehouse
  
  Building
  
  4130
  
  384
  
  Leased
  
  NoCENTERPULSE
  DENTAL LTD
  
  143,
  Bialik Street, Ramat Gan 52523
  
  Ramat-Gan,
  IS
  
  Building
  
  1604
  
  149
  
  Leased
  
  NoSULZER DENTAL GMBH
  
  Merzhauser Str. 112, 79100 Freiburg
  
  Freiburg, DE
  
  Offices
  
  Building
  
  1733
  
  161
  
  Leased
  
  NoCENTERPULSE
  DENTAL AUSTRALIA PTY.
  
  35
  McDougall St., Kensington NSW 2033
  
  Kensington, AU
  
  Offices
  
  Building
  
  323
  
  30
  
  Leased
  
  NoSULZER DENTAL SARL
  
  1
  Rue Auguste Perret Silic 237, 94528 Rungis Cedex
  
  Rungis
  Cedex, FR
  
  Offices,
  Warehouse
  
  Building
  
  3358
  
  312
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  SPINE-TECH INC.
  
  7415
  Cahill Rd., Edina MN 55439
  
  Minneapolis,
  MN
  
  Offices,
  Warehouse
  
  Building
  
  16616
  
  1544
  
  Leased
  
  Cash
  CollateralCENTERPULSE
  SPINE-TECH INC.
  
  5400
  Meltech Drive, Suite 119, Memphis TN 38118
  
  Memphis,
  TN
  
  Offices,
  Warehouse
  
  Building
  
  30000
  
  2787
  
  Leased
  
  Cash
  CollateralSULZER
  BIOLOGICS INC.
  
  12024
  Vista Park Drive, Austin, TX
  
  Austin,
  TX
  
  Offices
  
  Building
  
  8551
  
  794
  
  Leased
  
  NoSULZER
  CARBOMEDICS INC.
  
  1300
  East Anderson Lane, Austin TX
  
  Austin,
  TX
  
  Offices,
  Lab, Mfg, R&D, Warehouse
  
  Building
  
  194864
  
  18103
  
  Leased
  
  Cash
  CollateralSULZER
  MITROFLOW CORP.
  
  5005
  N. Fraser Way, Burnaby, BC
  
  Richmond,
  CA
  
  Offices,
  Manufacturing
  
  Building
  
  51579
  
  4792
  
  LeasedSULZER
  INTRA-THERAPEUTICS INC.
  
  651
  Campus Dr., St. Paul MN 55112
  
  St.
  Paul, MN
  
  Offices,
  Manufacturing, R&D
  
  Building
  
  46970
  
  4364
  
  Leased
  
  Cash
  CollateralSULZER
  INTRA-THERAPEUTICS INC.
  
  739
  Kasota Avenue SE, Minneapolis, MN 55414
  
  Minneapolis,
  MN
  
  Offices
  
  Building
  
  8000
  
  743
  
  Leased
  
  Cash
  CollateralVASCUTEK
  LTD.US
  
  1300
  East Anderson Lane, Austin, TX 78752
  
  Austin,
  TX
  
  Offices,
  Warehouse
  
  Building
  
  0
  
  0
  
  Leased
  
  NoCENTERPULSE
  (UK) HOLDINGS LTD
  
  Newmains
  Avenue, Inchinnan, Renfrewshire PA4 9RR, Scotland
  
  Inchinnan,
  GB
  
  Offices
  
  Building
  
  0
  
  0
  
  Leased
  
  NoSULZER
  CARDIOVASCULAR GMBH
  
  Albert-Einstein-Ring 19, 22761 Hamburg
  
  Hamburg,
  DE
  
  Offices
  
  Building
  
  7761
  
  721
  
  Leased
  
  Cash
  CollateralSULZER
  CARDIOVASCULAR GMBH
  
  Brummerforth 38a, 26160 Bad Zwischenahn
  
  Bad Zwischenahn, DE
  
  Offices
  
  Building
  
  807
  
  75
  
  Leased
  
  NoSULZER
  CARDIOVASCULAR BV
  
  Kanaalweg 141, 3526 KL Utrecht
  
  Utrecht,
  NL
  
  Offices
  
  Building
  
  2153
  
  200
  
  Leased
  
  NoSULZER
  CARBOMEDICS UK LTD
  
  14/15
  The Courtyard, East Park, Crawley, West Sussex RH10 6AG
  
  Crawley,
  GB
  
  Offices
  
  Building
  
  530
  
  49
  
  Leased
  
  NoSULZER
  CARDIOVASCULAR SA
  
  Immeuble
  Le Volta, 17-19 Rue Jeanne Braconnier, 92366 Meudon-la-Forêt
  
  Meudon-La-Forêt
  Cedex, FR
  
  Offices
  
  Building
  
  2368
  
  220
  
  Leased
  
  Cash
  CollateralSULZER
  CARDIOVASCULAR LTD
  
  Altgasse 44, 6341 Baar
  
  Baar, CH
  
  Offices
  
  Building
  
  969
  
  90
  
  Leased
  
  NoCENTERPULSE
  CANADA INC.
  
  265
  Bartley Drive, Toronto, Ontario M4A 2N7
  
  Toronto,
  CA
  
  Offices,
  Warehouse
  
  Building
  
  12000
  
  1115
  
  Leased
  
  No  151 
   SCHEDULE 14  MATERIAL
SUBSIDIARIES  Centerpulse
Ltd.  Centerpulse
Orthopedics Ltd.  Centerpulse
Germany GmbH  Centerpulse
France SA  Sulzer
Carbomedics Inc.  Centerpulse
Orthopedics Inc.  Centerpulse
Spine-Tech Inc.  Centerpulse
Dental Inc.  Centerpulse
USA Holding Co.  Centerpulse USA Inc.  Centerpulse
Orthopedics (Switzerland) AG  Centerpulse
Netherlands BV  Sulzer
Orthopädie GmbH  Sulzer
Orthopedics Italia S.p.A.  Centerpulse
(UK) Ltd.  Centerpulse
Ibérica SA  152 
   SCHEDULE 15  EXISTING
FINANCIAL INDEBTEDNESS  Schedule 15: Existing Financial IndebtednessUpdated
  as per
  
  24.10.02  Borrower
  
  Lender
  
  Currency
  
  Amount in 000Credit
  Lines with Banks
  
  
  
  
  
  Credit Line Amount in
  000Centerpulse Ltd
  
  Credit Suisse
  
  CHF
  
  12500Centerpulse Orthopedics
  Ltd
  
  Credit Suisse
  
  CHF
  
  2000Centerpulse Management
  Ltd
  
  Credit Suisse
  
  CHF
  
  500Centerpulse Orthopedics
  (Switzerland) Ltd
  
  Credit Suisse
  
  CHF
  
  500Sulzer Orthopedics
  Italia Spa
  
  Hypovereinsbank
  
  EUR
  
  17500Sulzer Orthopedics
  Italia Spa
  
  Banca di Toscana
  
  EUR
  
  258Sulzer Orthopedics
  Italia Spa
  
  BNL
  
  EUR
  
  516Sulzer Orthopedics
  Italia Spa
  
  Cassa di Risp. Parma e
  Piacenza
  
  EUR
  
  516Sulzer Orthopedics
  Italia Spa
  
  Cariplo
  
  EUR
  
  350Sulzer Orthopedics
  Italia Spa
  
  Credito Italiano
  
  EUR
  
  207Sulzer Orthopedics
  Italia Spa
  
  Banco Ambrosiano Veneto
  
  EUR
  
  200Sulzer Orthopedics
  Italia Spa
  
  Monte dei Paschi di Siena
  
  EUR
  
  258Allo System Srl
  
  Hypovereinsbank
  
  EUR
  
  1300Allo System Srl
  
  BCI
  
  EUR
  
  26Allo System Srl
  
  Cassa di Risp. Udine e
  Pordenone
  
  EUR
  
  258Allo System Srl
  
  Cassa Marca
  
  EUR
  
  52Migliori Srl
  
  Hypovereinsbank
  
  EUR
  
  2800Migliori Srl
  
  Banca Popolare di
  Novara
  
  EUR
  
  77Migliori Srl
  
  Banca Antonveneta
  
  EUR
  
  150Migliori Srl
  
  Banca di Roma
  
  EUR
  
  110Sulzer Orthoedics
  Ibérica SA
  
  BBVA
  
  EUR
  
  3005Sulzer Orthoedics
  Ibérica SA
  
  Banco Atlántico
  
  EUR
  
  2000Centerpulse BeLux SA/NV
  
  Fortis Bank
  
  EUR
  
  891Centerpulse
  Orthopaedics (UK) Ltd
  
  Hypovereinsbank
  
  GBP
  
  2600Centerpulse Japan KK
  
  Hypovereinsbank
  
  JPY
  
  2000000Centerpulse Japan KK
  
  Sumitomo Mitsui Bank
  
  JPY
  
  100000Centerpulse Japan KK
  
  Hypovereinsbank
  
  JPY
  
  200000Sulzer Orthopedics
  India Private Ltd
  
  Vysya Bank
  
  INR
  
  40000Centerpulse Australia
  Pty Ltd
  
  Westpac
  
  AUD
  
  560Centerpulse France SA
  
  Crédit Lyonnais
  
  EUR
  
  3049Centerpulse France SA
  
  Banque Populaire
  
  EUR
  
  457IC
  Loans
  
  
  
  
  
  Loan Amount in 000Centerpulse BeLux SA/NV
  
  Centerpulse Ltd
  
  EUR
  
  930Centerpulse Industrie
  Sarl
  
  Centerpulse Ltd
  
  EUR
  
  180Centerpulse USA Holding
  Co.
  
  Centerpulse Ltd
  
  USD
  
  150000Centerpulse USA Holding
  Co.
  
  Centerpulse Ltd
  
  USD
  
  150000Centerpulse USA Holding
  Co.
  
  Centerpulse Ltd
  
  USD
  
  150000Centerpulse USA Holding
  Co.
  
  Centerpulse Ltd
  
  USD
  
  165000Centerpulse USA Holding
  Co.
  
  Centerpulse Ltd
  
  USD
  
  110000Centerpulse USA Holding
  Co.
  
  Centerpulse Ltd
  
  USD
  
  103500Centerpulse USA Holding
  Co.
  
  Centerpulse Ltd
  
  USD
  
  13200Centerpulse USA Holding
  Co.
  
  Centerpulse Ltd
  
  USD
  
  12000Centerpulse USA Holding
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  USD
  
  12000Centerpulse USA Holding
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  Centerpulse Ltd
  
  USD
  
  12000Centerpulse USA Holding
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  Centerpulse Ltd
  
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  9136Centerpulse USA Holding
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  USD
  
  8000Centerpulse USA Holding
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  Centerpulse Ltd
  
  USD
  
  1765Centerpulse USA Inc.
  
  Centerpulse Ltd
  
  USD
  
  27000Sulzer Carbomedics UK
  Ltd
  
  Centerpulse Ltd
  
  GBP
  
  750  153 
   Sulzer Medica Finance
  (Curaçao) NV
  
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  CHF
  
  5000Sulzer Medica Finance
  (Curaçao) NV
  
  Centerpulse Ltd
  
  USD
  
  29967Sulzer Medica Finance
  (Curaçao) NV
  
  Centerpulse Ltd
  
  USD
  
  1220Sulzer Medica Finance
  (Curaçao) NV
  
  Centerpulse Ltd
  
  CHF
  
  150544Sulzer Medica Finance
  (Curaçao) NV
  
  Centerpulse Ltd
  
  CHF
  
  904050Sulzer Medica Finance
  (Curaçao) NV
  
  Centerpulse Ltd
  
  CHF
  
  188672Sulzer Orthopedics CZ
  sro
  
  Centerpulse Ltd
  
  CZK
  
  47000Sulzer Orthopedics
  Ibérica SA
  
  Centerpulse Ltd
  
  EUR
  
  6500Sulzer Orthopedics
  Sweden AB
  
  Centerpulse Ltd
  
  SEK
  
  4000Sulzer Orthopedics
  Sweden AB
  
  Centerpulse Ltd
  
  SEK
  
  2200Sulzer Dental Sarl
  
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  USD
  
  106Centerpulse Orthopedics
  GmbH
  
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  Holding GmbH
  
  EUR
  
  7000Sulzer Cardiovascular
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  Centerpulse Germany
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  EUR
  
  2199Sulzer Orthopedics
  Ibérica S.A.
  
  Centerpulse Germany
  Holding GmbH
  
  EUR
  
  500Sulzer Orthopedics
  Italia SpA
  
  Centerpulse Germany
  Holding GmbH
  
  EUR
  
  10000Sulzer Orthopedics
  Korea
  
  Centerpulse Japan KK
  
  JPY
  
  300000Centerpulse Ltd
  
  Centerpulse Orthopedics
  (Switzerland) Ltd
  
  CHF
  
  3000Centerpulse Dental Inc.
  
  Centerpulse USA Holding
  Inc.
  
  USD
  
  20661Centerpulse Dental Inc.
  
  Centerpulse USA Holding
  Inc.
  
  USD
  
  3113Centerpulse Dental Inc.
  
  Centerpulse USA Holding
  Inc.
  
  USD
  
  70000Centerpulse Orthopedics
  Inc.
  
  Centerpulse USA Holding
  Inc.
  
  USD
  
  123967Centerpulse Orthopedics
  Inc.
  
  Centerpulse USA Holding
  Inc.
  
  USD
  
  19075Centerpulse Orthopedics
  Inc.
  
  Centerpulse USA Holding
  Inc.
  
  USD
  
  8000Sulzer Carbomedics Inc.
  
  Centerpulse USA Holding
  Inc.
  
  USD
  
  29313Sulzer Medica Canada
  Inc.
  
  Centerpulse USA Holding
  Inc.
  
  CAD
  
  2300Centerpulse USA Inc.
  
  Sulzer Carbomedics Canada
  Ltd
  
  USD
  
  2350Sulzer Mitroflow Corp.
  
  Centerpulse USA Inc.
  
  CAD
  
  393Sulzer Mitroflow Corp.
  
  Centerpulse USA Inc.
  
  CAD
  
  907Centerpulse Ltd
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  USD
  
  49200Centerpulse Ltd
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  EUR
  
  5000Centerpulse Ltd
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  USD
  
  1770Centerpulse Ltd
  
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  (Curaçao) NV
  
  USD
  
  20700Centerpulse Ltd
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  USD
  
  103500Centerpulse Ltd
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  USD
  
  615000Centerpulse Ltd
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  USD
  
  110000Sulzer Dental Sarl
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  EUR
  
  600Centerpulse France SA
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  EUR
  
  5000Centerpulse Germany Holding
  GmbH
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  EUR
  
  20000Centerpulse Germany
  Holding GmbH
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  EUR
  
  10000Centerpulse Orthopedics
  Ltd
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  CHF
  
  92000Sulzer Cardiovascular
  BV
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  EUR
  
  550Sulzer Cardiovascular
  SA
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  EUR
  
  1220Sulzer Orthopädie GmbH
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  EUR
  
  1850Sulzer Mitroflow Corp.
  
  Centerpulse Orthopedics
  Canada Inc.
  
  CAD
  
  500Sulzer Mitroflow Corp.
  
  Centerpulse Orthopedics
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  CAD
  
  500Sulzer Carbomedics
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  Centerpulse USA Holding
  Inc.
  
  USD
  
  20000[Centerpulse USA
  Holding Inc.]
  
  [Centerpulse USA Inc.]
  
  [USD]
  
  [20000]IC Current
  AccountsCenterpulse Germany
  Holding GmbH
  
  Centerpulse Ltd
  
  EUR
  
  605Centerpulse Germany
  Holding GmbH
  
  Sulzer Medica Finance
  (Curaçao) NV
  
  EUR
  
  390Centerpulse Germany
  Holding GmbH
  
  Centerpulse Orthopedics
  GmbH
  
  EUR
  
  21332Centerpulse Germany
  Holding GmbH
  
  Sulzer Cardiovascular
  GmbH
  
  EUR
  
  2071Centerpulse Germany
  Holding GmbH
  
  Sulzer Dental GmbH
  
  EUR
  
  339  154 
   Centerpulse USA Holding
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  Centerpulse USA Inc.
  
  USD
  
  126099Centerpulse Orthopedics
  Inc.
  
  Centerpulse USA Inc.
  
  USD
  
  11029Centerpulse USA Inc.
  
  Centerpulse Spine-Tech
  Inc.
  
  USD
  
  141554Sulzer Biologics Inc.
  
  Centerpulse USA Inc.
  
  USD
  
  50989Centerpulse USA Inc.
  
  Centerpulse Dental Inc.
  
  USD
  
  369Centerpulse USA Inc.
  
  Sulzer Carbomedics Inc.
  
  USD
  
  82890Sulzer Vascutek USA
  Inc.
  
  Centerpulse USA Inc.
  
  USD
  
  3287Sulzer Medica
  International FSC Inc.
  
  Centerpulse USA Inc.
  
  USD
  
  141Sulzer
  Intratherapeutics Inc.
  
  Centerpulse USA Inc.
  
  USD
  
  13969Finance
  LeasingMigliori Srl
  
  Leasing Roma
  
  EUR
  
  2Centerpulse Orthopedics
  GmbH
  
  Hofmann Leasing
  
  EUR
  
  5Centerpulse Orthopedics
  GmbH
  
  EL Camino
  
  EUR
  
  157Sulzer Orthopädie GmbH
  
  Compaq Austria+Div
  
  EUR
  
  22Centerpulse Industrie
  Sarl
  
  Batifranc
  
  EUR
  
  279Centerpulse Dental Inc.
  
  US Bank Corp
  
  USD
  
  269Centerpulse Dental Inc.
  
  US Bank Corp
  
  USD
  
  665Sulzer Cardiovascular
  GmbH
  
  Avis Fleet Services
  
  EUR
  
  201Sulzer Cardiovascular
  GmbH
  
  DB Leasing
  
  EUR
  
  35Sulzer Cardiovascular
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  DeTeWe
  
  EUR
  
  39Centerpulse Dental
  Australia Pty
  
  BMW Australia
  
  AUD
  
  35Centerpulse Dental
  Australia Pty
  
  GMAC
  
  AUD
  
  6Centerpulse Dental
  Australia Pty
  
  Xerox
  
  AUD
  
  18Fair
  Values as per 27.09.2002Centerpulse Korea Ltd
  
  Hanmi Bank
  
  KRW
  
  -1722Centerpulse Korea Ltd
  
  Hanmi Bank
  
  KRW
  
  26Centerpulse Korea Ltd
  
  Hanmi Bank
  
  KRW
  
  -1251Centerpulse Korea Ltd
  
  Hanmi Bank
  
  KRW
  
  -1481Centerpulse Korea Ltd
  
  Hanmi Bank
  
  KRW
  
  0Centerpulse Ltd
  
  Credit Suisse Group
  
  CHF
  
  -80Centerpulse Ltd
  
  Credit Suisse Group
  
  CHF
  
  -31Centerpulse Ltd
  
  UBS AG
  
  CHF
  
  -2Centerpulse Ltd
  
  UBS AG
  
  CHF
  
  78Centerpulse Ltd
  
  UBS AG
  
  CHF
  
  115Centerpulse Ltd
  
  UBS AG
  
  CHF
  
  5Centerpulse Ltd
  
  UBS AG
  
  CHF
  
  0Centerpulse Ltd
  
  UBS AG
  
  CHF
  
  -6Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -8Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -7Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -64Centerpulse Ltd
  
  UBS AG
  
  CHF
  
  -33Centerpulse Ltd
  
  UBS AG
  
  CHF
  
  667Centerpulse Ltd
  
  UBS AG
  
  CHF
  
  -46Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  626Centerpulse Ltd
  
  UBS AG
  
  CHF
  
  -6Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -144Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -69Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -50Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -28Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -18Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -17Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -16Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -15  155 
   Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -14Centerpulse Ltd
  
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  CHF
  
  -14Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -14Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -13Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -12Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -11Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -8Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -7Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -7Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -5Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -5Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -5Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -5Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -5Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -4Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -4Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -4Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -3Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -3Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -3Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -3Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -2Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -2Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -2Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -2Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -2Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -2Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -2Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -2Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -2Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -2Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -2Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -1Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -1Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -1Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -1Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -0Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -0Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -0Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  -0Centerpulse Ltd
  
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  CHF
  
  -0Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  0Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  0Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  0Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  0Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  1Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  1Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  2Centerpulse Ltd
  
  UBS AG
  
  CHF
  
  3Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  5Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  9Centerpulse Ltd
  
  Zürcher Kantonalbank
  
  CHF
  
  9Sulzer Medica Finance
  (Curaçao) NV
  
  Credit Suisse Group
  
  USD
  
  61Sulzer Medica Finance
  (Curaçao) NV
  
  UBS AG
  
  USD
  
  2Sulzer Medica Finance
  (Curaçao) NV
  
  UBS AG
  
  USD
  
  185  156 
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  UBS AG
  
  USD
  
  12Sulzer Medica Finance
  (Curaçao) NV
  
  Zürcher Kantonalbank
  
  USD
  
  -17BondsSulzer Carbomedics Inc.
  
  JP Morgan
  
  USD
  
  25Sulzer Carbomedics Inc.
  
  Bank of America
  
  USD
  
  1Sulzer Carbomedics Inc.
  
  Bank of America
  
  USD
  
  3Sulzer Carbomedics Inc.
  
  JP Morgan
  
  USD
  
  10Centerpulse Korea Ltd
  
  Woori Bank
  
  KRW
  
  8230Sulzer Orthopedics
  India Private Ltd
  
  Deutsche Bank
  
  INR
  
  233Sulzer Orthopedics
  India Private Ltd
  
  Vysya Bank
  
  INR
  
  105Sulzer Orthopedics
  India Private Ltd
  
  Vysya Bank
  
  INR
  
  61Sulzer Orthopedics
  India Private Ltd
  
  Vysya Bank
  
  INR
  
  95Vascutek Ltd
  
  Bank of Scotland
  
  USD
  
  5Guarantees,
  Letter of Credits, Cash CollateralsCenterpulse Ltd
  
  Credit Suisse
  
  CHF
  
  180Centerpulse Ltd
  
  Credit Suisse
  
  CHF
  
  1000Centerpulse Orthopedics
  Ltd
  
  Credit Suisse
  
  CHF
  
  311Centerpulse Orthopedics
  Ltd
  
  China Construction Bank
  
  CHF
  
  15Centerpulse Ltd
  /Centerpulse Australia Pty Ltd
  
  Westpac
  
  AUD
  
  45Centerpulse Ltd /
  Centerpulse Australia Pty Ltd
  
  Westpac
  
  AUD
  
  64Centerpulse Ltd /
  Centerpulse Australia Pty Ltd
  
  Westpac
  
  AUD
  
  5Sulzer Orthopedics
  Ibérica SA
  
  Deutsche Bank
  
  EUR
  
  546Centerpulse Ltd /
  Sulzer Orthopedics Ibérica SA
  
  BBVA Bank
  
  EUR
  
  265Sulzer Orthopedics
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  Fundos y Obras
  
  EUR
  
  48Sulzer Orthopedics
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  Prior Velho
  Inmobiliaria
  
  EUR
  
  4Sulzer Orthopedics
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  Rentamar
  
  EUR
  
  4Centerpulse France SA
  
  Unipierre
  
  EUR
  
  11Centerpulse France SA /
  Centerpulse Sud-Ouest Sarl
  
  Unipierre
  
  EUR
  
  4Centerpulse France SA /
  Centerpulse Ouest Sarl
  
  SCI Aymeline
  
  EUR
  
  16Centerpulse France SA
  Centerpulse Nord Sarl
  
  SCI Vauban, Unipierre
  
  EUR
  
  19Centerpulse France SA /
  Centerpulse Sud-Ouest Sarl
  
  Cocci
  
  EUR
  
  7Sulzer Orthopedics
  Italia Spa
  
  Land Lord
  
  EUR
  
  27Sulzer Orthopedics
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  Land Lord
  
  EUR
  
  3Sulzer Orthopedics
  Italia Spa
  
  
  
  EUR
  
  258Sulzer Orthopedics
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  Government (VAT)
  
  EUR
  
  203Sulzer Orthopedics
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  EUR
  
  1715Sulzer Orthopedics
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  Nordea
  
  SEK
  
  70Sulzer Orthopedics
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  Nordea
  
  SEK
  
  40Centerpulse Ltd
  /Centerpulse Orthopedics Inc.
  
  Credit Suisse
  
  USD
  
  177Centerpulse Ltd / Centerpulse
  Orthopedics Inc.
  
  Credit Suisse
  
  USD
  
  350Centerpulse Ltd /
  Centerpulse Orthopedics Inc.
  
  Credit Suisse
  
  USD
  
  114Centerpulse Ltd /
  Centerpulse Orthopedics Inc.
  
  Credit Suisse
  
  USD
  
  1660Centerpulse Ltd /
  Centerpulse Orthopedics Inc.
  
  Credit Suisse
  
  USD
  
  225  157 
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  USD
  
  100Centerpulse Orthopedics
  Inc.
  
  JP Morgan
  
  USD
  
  10000Centerpulse Orthopedics
  Inc.
  
  JP Morgan
  
  USD
  
  10000Centerpulse Orthopedics
  Inc.
  
  AAOS hotel deposits
  
  USD
  
  18Centerpulse Orthopedics
  Inc.
  
  AAOS booth deposits
  
  USD
  
  178Centerpulse Orthopedics
  Inc.
  
  Deer Valley Resort
  
  USD
  
  25Centerpulse Orthopedics
  Inc.
  
  Four Seasons Aviara
  
  USD
  
  20Centerpulse Orthopedics
  Inc.
  
  St. Regis Monach
  
  USD
  
  25Centerpulse Orthopedics
  Inc.
  
  Harvard Medical School
  
  USD
  
  10Centerpulse Orthopedics
  Inc.
  
  various meeting
  deposits (< USD 10k)
  
  USD
  
  35Centerpulse Orthopedics
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  misc. deposits
  
  USD
  
  13Centerpulse Ltd /
  Centerpulse Germany GmbH
  
  Hypovereinsbank
  
  EUR
  
  34Centerpulse Ltd /
  Centerpulse Germany GmbH
  
  Hypovereinsbank
  
  EUR
  
  35Centerpulse Germany
  GmbH
  
  Deutsche Bank
  
  EUR
  
  21Centerpulse Germany
  GmbH
  
  Deutsche Bank
  
  EUR
  
  11Centerpulse Ltd
  /Centerpulse Germany Holding GmbH
  
  Deutsche Bank
  
  EUR
  
  31Centerpulse BeLux SA/NV
  
  BBL
  
  EUR
  
  39Centerpulse Netherlands
  BV
  
  ABN-AMRO BANK
  
  EUR
  
  74Centerpulse Netherlands
  BV
  
  ABN-AMRO BANK
  
  EUR
  
  21Sulzer Orthopedics CZ
  sro
  
  GP Beta
  
  CZK
  
  180Sulzer Cardiovascular
  GmbH
  
  Dresdner Bank
  
  EUR
  
  33Sulzer Cardiovascular
  SA
  
  SCI Volta 8
  
  EUR
  
  10Sulzer Cardiovascular
  SA
  
  Avis Fleet services
  
  EUR
  
  3Sulzer Cardiovascular
  SA
  
  Total
  
  EUR
  
  4Centerpulse Korea Ltd
  
  Building owner
  
  KRW
  
  170000Centerpulse Korea Ltd
  
  Woori Bank
  
  KRW
  
  2500Centerpulse Korea Ltd
  
  SK Telecom Inc. etc
  
  KRW
  
  2236Sulzer Orthopedics
  India Private Ltd
  
  Citibank
  
  INR
  
  5Sulzer Orthopedics
  India Private Ltd
  
  Vysya Bank
  
  INR
  
  5Sulzer Orthopedics
  India Private Ltd
  
  Mashkur Investment
  Corporation
  
  INR
  
  720Sulzer Orthopedics
  India Private Ltd
  
  Health Care
  
  INR
  
  350Sulzer Orthopedics RSA
  (Pty) Ltd
  
  104 Greenway CC
  
  ZAR
  
  7Centerpulse Japan KK
  
  Leasing Offices Owners
  
  JPY
  
  32236Sulzer Dental Sarl
  
  Socomie
  
  EUR
  
  13Centerpulse Dental Inc.
  
  
  
  USD
  
  42Centerpulse Dental Inc.
  
  
  
  USD
  
  5Centerpulse Dental Inc.
  
  
  
  USD
  
  30Centerpulse Dental Inc.
  
  
  
  USD
  
  7Centerpulse Dental Inc.
  
  
  
  USD
  
  0.5Centerpulse Spine-Tech
  Inc.
  
  Cabot Inc.
  
  USD
  
  17Centerpulse Spine-Tech
  Inc.
  
  Belz Corp.
  
  USD
  
  13Centerpulse Spine-Tech
  Inc.
  
  Memphis Gas & Light
  
  USD
  
  18  158 
   Centerpulse Ltd
  /Centerpulse USA Holding Co./Sulzer Biologics Inc.
  
  Credit Suisse
  
  USD
  
  800Sulzer
  Intratherapeutics Inc.
  
  Land Lord
  
  USD
  
  19Sulzer
  Intratherapeutics Inc.
  
  Land Lord
  
  USD
  
  6MortgagesCenterpulse Orthopedics
  Ltd
  
  Zuercher Kantonalbank
  
  CHF
  
  5150Sulzer Mitroflow Corp.
  
  CIBC
  
  CAD
  
  276VariousCenterpulse Ltd
  
  Zurich Insurance
  
  CHF
  
  13000Sulzer Mitroflow Corp.
  
  previous owners of MIT
  
  CAD
  
  10203Sulzer Mitroflow Corp.
  
  previous owners of MIT,
  if FDA approval given to new site before 2007
  
  CAD
  
  17000Factoringn.a.  159 
   SCHEDULE 16  CAPITAL
STRUCTURE  160 
     161 
   SCHEDULE 17  EXISTING
INVESTMENTS  Each of the Investments in Equity Interests in the entities shown on
Schedule 16 (Capital Structure)
and each of the Investments listed in Schedule 15 (Existing Financial Indebetedness)  162 
   SCHEDULE 18  MORTGAGED
PROPERTY  Address
  
  County
  
  Type of Mortgage
  
  Owner9900
  Spectrum Drive Austin, Texas
  
  Williamson
  
  Fee
  
  Centerpulse
  Orthopedics, Inc.73475 Bush
  Lake Road Minneapolis, Minnesota
  
  Hennepin
  
  Fee
  
  Centerpulse
  Spine-Tech Inc.  163 
   SIGNATURES  The Borrower  CENTERPULSE
ORTHOPEDICS INC.   By:
  
  /s/ David S.
  WiseDavid S.
  Wise, Secretary   The Company  CENTERPULSE
LTD.  By:
  
  /s/
  Christian Stambach
  
  /s/ Urs
  Kamber  Address:
  
  Andreasetrasse,
  15CH-8050
  ZurichSwitzerlandTel:
  
  +41 1 308 98
  28Fax:
  
  +41 1 305 98
  21Attention:
  
  Corporate
  Treasurer  The Original
Guarantors  CENTERPULSE
ORTHOPEDICS LTD.  By:
  
  /s/
  Christian Stambach
  
  /s/ Urs
  Kamber  CENTERPULSE
GERMANY GmbH  By:
  
  /s/ Klaus
  Hug
  
  /s/ Georg
  Stadler  CENTERPULSE
FRANCE SA  By:
  
  /s/ Marcel
  Bauckhage  SULZER
CARBOMEDICS INC.  By:
  
  /s/ David S.
  WiseDavid S.
  Wise, Secretary  
   CENTERPULSE
ORTHOPEDICS INC.  By:
  
  /s/ David S.
  WiseDavid S.
  Wise, Secretary  CENTERPULSE
SPINE-TECH INC.  By:
  
  /s/ David S.
  WiseDavid S.
  Wise, Secretary  CENTERPULSE
DENTAL INC.  By:
  
  /s/ David S.
  WiseDavid S.
  Wise, Secretary  CENTERPULSE
USA HOLDING CO.  By:
  
  /s/ David S.
  WiseDavid S.
  Wise, Secretary  CENTERPULSE
USA INC.  By:
  
  /s/ David S.
  WiseDavid S.
  Wise, Secretary  CENTERPULSE
ORTHOPEDICS (SWITZERLAND AG)  By:
  
  /s/ Christian
  Stambach
  
  /s/ Marcel
  Bauckhage  CENTERPULSE
NETHERLANDS BV  By:
  
  [Illegible]  SULZER
ORTHOPÄDIE GmbH  By:
  
  /s/ Marcel
  Bauckhage  
   SULZER
ORTHOPEDICS ITALIA S.p.A.  By:
  
  /s/
  [Illegible]  Address:
  
  Via Cesare
  Pavese, 420090 Opera
  (Milano)ItalyTel.
  +G93356542732Fax 0041 91
  945 15 87  CENTERPULSE
(UK) LTD.  By:
  
  /s/
  [Illegible]  CENTERPULSE
IBÉRICA SA  By:
  
  /s/ Urs
  Kamber
  
  [Illegible]  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    UBS
WARBURG LTD. as
the Arranger  By:
  
  /s/ Rachel
  Bew
  
  /s/ Duncan
  PerryName:
  
  Rachel Bew
  
  Duncan PerryTitle:
  
  Director
  
  Director  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    ABN
AMRO N.Y., PARIS BRANCH as
an Original Lender  By:
  
  /s/ Rachel
  BewName:
  
  Rachel BewTitle:
  
  Director  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    CREDIT
LYONNAIS S.A. as
an Original Lender  By:
  
  /s/ Rachel
  BewName:
  
  Rachel BewTitle:
  
  Director  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    CREDIT
SUISSE as
an Original Lender  By:
  
  /s/
  Christophe Muller
  
  By:
  
  /s/ Stefan
  WilliName:
  
  Christophe
  Muller
  
  Name:
  
  Stefan WilliTitle:
  
  Vice
  President
  
  Title:
  
  AssociateZurich,  October 29, 2002  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    GENERAL
ELECTRIC CAPITAL CORPORATION as
an Original Lender  By:
  
  /s/ Don C.
  LeeName:
  
  Don C. LeeTitle:
  
  Duly
  Authorized Signatory  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    HVB
BANK IRELAND as
an Original Lender  By:
  
  /s/ Rachel
  BewName:
  
  Rachel BewTitle:
  
  Director  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    ING
CAPITAL LLC as
an Original Lender  By:
  
  /s/ Darren
  WellsName:
  
  Darren WellsTitle:
  
  Managing
  Director  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    SUNTRUST
BANK as
an Original Lender  By:
  
  /s/ W.
  Brooks HubbardName:
  
  W. Brooks
  HubbardTitle:
  
  Director  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    THE
UNITED BANK OF KUWAIT PLC as
an Original Lender  By:
  
  /s/ R.J.
  Reynolds
  
  /s/
  [Illegible]Name:
  
  R.J.
  Reynolds
  
  [Illegible]Title:
  
  Head of
  Structured Corporate Finance
  
  [Illegible]  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    UBS
AG, STAMFORD BRANCH as
an Original Lender  By:
  
  /s/ Wilfred
  V. SaintName:
  
  Wilfred V.
  SaintTitle:
  
  Associate
  DirectorBanking
  ProductsServices, US  By:
  
  /s/ Thomas
  R. SalzanoName:
  
  Thomas R.
  SalzanoTitle:
  
  DirectorBanking
  Products Services, US  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd, Centerpulse
Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as Arranger,
the Original Lenders, UBS AG, Stamford Branch as Facility Agent and UBS AG,
Stamford Branch as Security Agent.    ZÜRCHER
KANTONALBANK as
an Original Lender  By:
  
  /s/ Rachel
  BewName:
  
  Rachel BewTitle:
  
  Director  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    BAYERISCHE
HYPO-UND VEREINSBANK AG as
a Working Capital Provider solely for the purposes of
taking the benefit of Clause 17 of this Agreement  By:
  
  /s/ Hofmann
  
  /s/ RüberName:
  
  Hofmann
  
  RüberTitle:
  
  Senior
  Credit Analyst
  
  Relationship
  Manager  
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    UBS
AG, STAMFORD BRANCH as
the Facility Agent  By:
  
  /s/ Wilfred
  V. SaintName:
  
  Wilfred V.
  SaintTitle:
  
  Associate
  DirectorBanking
  ProductsServices, US  By:
  
  /s/ Thomas
  R. SalzanoName:
  
  Thomas R.
  SalzanoTitle:
  
  DirectorBanking
  Products Services, US   
   Signature
page to the U.S. $635,000,000 Facility Agreement among Centerpulse Ltd,
Centerpulse Orthopedics Inc, the other Original Guarantors, UBS Warburg Ltd. as
Arranger, the Original Lenders, UBS AG, Stamford Branch as Facility Agent and
UBS AG, Stamford Branch as Security Agent.    UBS
AG, STAMFORD BRANCH as
the Security Agent  By:
  
  /s/ Wilfred
  V. SaintName:
  
  Wilfred V.
  SaintTitle:
  
  Associate
  DirectorBanking
  ProductsServices, US  By:
  
  /s/ Thomas
  R. SalzanoName:
  
  Thomas R.
  SalzanoTitle:
  
  DirectorBanking
  Products Services, US