EX-10.9




 Exhibit 10.9 

WAIVER dated as of February 25, 2022 (this “Waiver”), to the FIVE-YEAR REVOLVING CREDIT AGREEMENT dated
as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Borrower”), the
LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent. 
 WHEREAS, the Borrower has previously disclosed its
intent to separate its spine and dental businesses from its core businesses (the “Spin-Off”) through the distribution of at least 80% of the shares of common stock of ZimVie Inc., a Delaware
corporation and wholly-owned Subsidiary of the Borrower (“ZimVie”), to holders of the Borrower’s common stock, whereupon ZimVie shall become an independent publicly traded company and ZimVie and its subsidiaries shall cease to
be Subsidiaries of the Borrower (ZimVie and such of its subsidiaries, the “ZimVie Entities”); 
 WHEREAS, in connection
with the Spin-Off and as previously disclosed, ZimVie had entered into the Credit Agreement, dated as of December 17, 2021 (the “ZimVie Credit Agreement”), among ZimVie, the lenders party
thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which ZimVie intends to incur Debt (the “ZimVie Debt”), which will be guaranteed by certain of the other ZimVie Entities, and to secure the ZimVie Debt and
related obligations by Liens on certain assets of ZimVie and certain other ZimVie Entities (the “ZimVie Liens”); 

WHEREAS, at the time of incurrence of the ZimVie Debt and the creation of the ZimVie Liens, the ZimVie Entities will be Subsidiaries of the
Borrower and, accordingly, will be subject to, among other things, the limitations on Liens set forth in Section 9.02 of the Credit Agreement and the limitations on Subsidiary Indebtedness set forth in Section 9.05 of the Credit Agreement;

 WHEREAS, the Borrower hereby requests that the Lenders waive any Default or Event of Default under the Credit Agreement that would arise
as a result of the incurrence of the ZimVie Debt and creation of the ZimVie Liens; and 
 WHEREAS, the Lenders whose signature appear below,
which constitute the Required Lenders, are willing to agree to such waiver on terms and subject to the conditions set forth therein. 
 NOW,
THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: 

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto)
have the meanings assigned to them in the Credit Agreement. 











 SECTION 2. Waiver. Each Lender party hereto waives, as of the Waiver Effective Date
(as defined below), any Default or Event of Default that would arise as a result of the incurrence by the ZimVie Entities of Debt under, and the creation by the ZimVie Entities of Liens on their assets pursuant to, the ZimVie Credit Agreement and
the other loan documents executed in connection therewith; provided that if (a) the Spin-Off is not consummated and (b) the ZimVie Debt is not repaid in full and the ZimVie Liens are not
released, in each case, within 10 Business Days of the Waiver Effective Date, then this Waiver shall be of no further force and effect. 

SECTION 3. Representations and Warranties. The Borrower hereby represents and warrants to the Lenders and the Administrative Agent
that, after giving effect to the effectiveness of the waiver set forth in Section 2 hereof: 
 (a) the representations
and warranties set forth in Article VI of the Credit Agreement (other than the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) are true and correct in all material respects on and as of the Waiver Effective Date, with the
same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date (in which case they are true and correct in all
material respects on and as of such earlier date) and except to the extent such representations and warranties are qualified by materiality (in which case they are true and correct in all respects); and 

(b) as of the Waiver Effective Date, no Default has occurred and is continuing. 

SECTION 4. Effectiveness. This Waiver shall become effective as of the first date (the “Waiver Effective Date”) on
which the Administrative Agent shall have executed a counterpart of this Waiver and shall have received from the Borrower and Lenders that represent at least the Required Lenders either (a) a counterpart of this Waiver signed on behalf of such
party or (b) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Waiver) that such party has signed a counterpart of this Waiver. 

SECTION 5. Credit Agreement. Except as expressly set forth herein, this Waiver shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, the Issuing Lenders or the Lenders under the Credit Agreement and the other Loan Documents, and shall not alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any of the other Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein
shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement as amended hereby in similar or
different circumstances. On and after the Waiver Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import
shall, unless the context otherwise requires, refer to the 

  
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Credit Agreement as modified hereby, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as modified hereby. This
Waiver shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 
 SECTION 6.
Applicable Law. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. 

SECTION 7. Counterparts. This Waiver may be executed in any number of counterparts, each of which when so executed and delivered shall
be deemed an original, and it shall not be necessary in making proof of this Waiver to produce or account for more than one such fully-executed counterpart. Delivery of an executed counterpart of a signature page of this Waiver by facsimile
transmission or other electronic imaging shall be effective as delivery of a manually executed counterpart thereof. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or
relating to this Waiver shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by fax, emailed .pdf or any other electronic means that reproduces an image of an actual
executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. 

SECTION 8. Incorporation by Reference. The provisions of Sections 12.09, 12.11, 12.13 and 12.14 of the Credit Agreement are
hereby incorporated by reference as if set forth in full herein, mutatis mutandis. 
 [Remainder of page intentionally left blank.] 

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

			
	ZIMMER BIOMET HOLDINGS, INC.
		
	by	 	 /s/ Pradipto Bagchi

		 	Name: Pradipto Bagchi
		 	Title: Vice President and Treasurer


 [Signature Page to Waiver – Five-Year Revolving Credit Agreement] 











 
			
	 JPMORGAN CHASE BANK, N.A.,

individually and as Administrative Agent,

		
	by	 	 /s/ James Kyle O’Donnell

		 	Name: James Kyle O’Donnell
		 	Title: Vice President


 [Signature Page to Waiver – Five-Year Revolving Credit Agreement] 












 LENDER SIGNATURE PAGE TO 

WAIVER TO 
 THE FIVE-YEAR REVOLVING
CREDIT AGREEMENT 
 OF ZIMMER BIOMET HOLDINGS, INC. 
  


			
	Name of Lender:
	BANK OF AMERICA, N.A.
		
	by	 	 /s/ Darren Merten

		 	Name: Darren Merten
		 	Title: Director
	
	Name of Lender:
	BARCLAYS BANK PLC
		
	by	 	 /s/ Edward Pan

		 	Name: Edward Pan
		 	Title: Associate
	
	Name of Lender:
	BNP PARIBAS
		
	by	 	 /s/ Michael Pearce

		 	Name: Michael Pearce
		 	Title: Managing Director
		
	by	 	 /s/ John Bosco

		 	Name: John Bosco
		 	Title: Managing Director
	
	Name of Lender:
	DNB CAPITAL LLC
		
	by	 	 /s/ Kristie Li

		 	Name: Kristie Li
		 	Title: Senior Vice President
		
	by	 	 /s/ Dania Hinedi

		 	Name: Dania Hinedi
		 	Title: Senior Vice President














 LENDER SIGNATURE PAGE TO 

WAIVER TO 
 THE FIVE-YEAR REVOLVING
CREDIT AGREEMENT 
 OF ZIMMER BIOMET HOLDINGS, INC. 
  


			
	Name of Lender:
	Goldman Sachs Bank USA
		
	by	 	 /s/ Dan Martis

		 	Name: Dan Martis
		 	Title: Authorized Signatory
	
	Name of Lender:
	HSBC Bank USA, N.A.
		
	by	 	 /s/ Iain P. Stewart

		 	Name: Iain P. Stewart
		 	Title: Managing Director
	
	Name of Lender:
	MIZUHO BANK, LTD.
		
	by	 	 /s/ Tracy Rahn

		 	Name: Tracy Rahn
		 	Title: Executive Director
	
	Name of Lender:
	ROYAL BANK OF CANADA
		
	by	 	 /s/ Diana Lee

		 	Name: Diana Lee
		 	Title: Authorized Signatory
	
	Name of Lender:
	SUMITOMO MITSUI BANKING CORP
		
	by	 	 /s/ Gail Motonaga

		 	Name: Gail Motonaga
		 	Title: Executive Director














 LENDER SIGNATURE PAGE TO 

WAIVER TO 
 THE FIVE-YEAR REVOLVING
CREDIT AGREEMENT 
 OF ZIMMER BIOMET HOLDINGS, INC. 
  


			
	Name of Lender:
	MORGAN STANLEY BANK, N.A.
		
	by	 	 /s/ Gilroy D’Souza

		 	Name: Gilroy D’Souza
		 	Title: Authorized Signatory
	
	Name of Lender:
	TD Bank, N.A.
		
	by	 	 /s/ Steve Levi

		 	Name: Steve Levi
		 	Title: Senior Vice President
	
	Name of Lender:
	UNICREDIT BANK AG NEW YORK BRANCH
		
	by	 	 /s/ Fabio Della Malva

		 	Name: Fabio Della Malva
		 	Title: Managing Director
		
	by	 	 /s/ Laura Shelmerdine

		 	Name: Laura Shelmerdine
		 	Title: Associate Director
	
	Name of Lender:
	U.S. BANK NATIONAL ASSOCIATION
		
	by	 	 /s/ Michael West

		 	Name: Michael West
		 	Title: Senior Vice President














 LENDER SIGNATURE PAGE TO 

WAIVER TO 
 THE FIVE-YEAR REVOLVING
CREDIT AGREEMENT 
 OF ZIMMER BIOMET HOLDINGS, INC. 
  


			
	Name of Lender:
	AGRICULTURAL BANK OF CHINA LIMITED, NEW YORK BRANCH
		
	by	 	 /s/ Nelson Chou

		 	Name: Nelson Chou
		 	Title: Senior Vice President & Head of Corporate Banking Department
	
	Name of Lender:
	DZ Bank AG
	Deutsche Zentral-Genossenschaftsbank,
	New York Branch
		
	by	 	 /s/ Oliver Hildenbrand

		 	Name: Oliver Hildenbrand
		 	Title: Director
		
	by	 	 /s/ Alexander Dickhoff

		 	Name: Alexander Dickhoff
		 	Title: Vice President
	
	Name of Lender:
	The Northern Trust Company
		
	by	 	 /s/ Lisa DeCristofaro

		 	Name: Lisa DeCristofaro
		 	Title: SVP
	
	Name of Lender:
	Lake City Bank
		
	by	 	 /s/ Cameron V. Plew

		 	Name: Cameron V. Plew
		 	Title: Vice President