Amendment #1 to Uncommitted Credit Agreement

EXHIBIT 10.1

     FIRST AMENDMENT (the “First Amendment”), dated as of July 15, 2002, to the Uncommitted Credit Agreement dated as of October 29, 2001 (the “Agreement”) between ZIMMER, INC. (the “Borrower”) and SUMITOMO MITSUI BANKING CORPORATION (the “Lender”).

W I T N E S S E T H

     The Borrower and the Lender wish to amend the Agreement in certain respects. All defined terms, unless otherwise defined herein, shall have the meaning ascribed to them in the Agreement.

     Accordingly, in consideration of the premises contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Amendments.

Section 2. Effectiveness. Conditioned on the truth and accuracy of the representations made in Section 3 hereof, this First Amendment shall become effective as of the date hereof when the Lender shall have received:

Section 3. Representations. The Borrower reaffirms the representations and warranties in the Agreement as made as of the date hereof and confirms that both before and after giving effect to this First Amendment there is and will be no Event of Default under the Agreement. The Borrower makes the representations and warranties in the Agreement with respect to its execution and delivery as to the execution and delivery of this First Amendment.

Section 4. Ratification. The Agreement shall remain in full force and effect in its original form when this First Amendment shall become effective except as the Agreement is specifically amended by the terms of this First Amendment.

Section 5. Cross-references. Any reference to the Agreement or the Note made in the Agreement or the Note, or any related document by any party hereto shall henceforth be to the Agreement as amended by this First Amendment and to the replacement Note delivered in accordance herewith.

Section 6. Governing Law. This First Amendment shall be considered an agreement under the laws in effect in the State of New York and for all purposes shall be construed in accordance with such laws without giving effect to the conflict of laws provisions contained therein.

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

EXHIBIT B
(to Credit Agreement)

AMENDED AND RESTATED
PROMISSORY NOTE

     FOR VALUE RECEIVED, ZIMMER, INC. (the “BORROWER”), HEREBY PROMISES TO PAY on the dates agreed pursuant to the CREDIT AGREEMENT referenced below, and in any event on July 31, 2003, to the order of SUMITOMO MITSUI BANKING CORPORATION (the “LENDER”), at LENDER’s New York office, FIFTEEN MILLION UNITED STATES DOLLARS (U.S.$15,000,000.00) or, if less, the aggregate outstanding principal amount of all LOANS made by the LENDER to the BORROWER pursuant to the UNCOMMITTED CREDIT AGREEMENT dated as of October 29, 2001, as amended by that certain First Amendment dated as of July 15, 2002, between the BORROWER and the LENDER (as it may be further amended from time to time, the “CREDIT AGREEMENT”), as indicated on the schedule (the “SCHEDULE”) attached hereto, plus interest thereon in like funds for the period from (and including) the date each LOAN is made by the LENDER to the BORROWER to (but excluding) the date on which the amount of such LOAN is paid by the BORROWER to the LENDER at such rate(s) and on such interest payment date(s) as are agreed from time to time by the BORROWER and the LENDER and set forth in CONFIRMATIONS issued pursuant to such CREDIT AGREEMENT and SCHEDULE. After maturity, each LOAN shall bear interest (computed on the basis of a year of 360 days and actual number of days elapsed) at an interest rate per annum equal to 2% in excess of the rate the LENDER announces as its “prime rate” in effect for such day, payable on demand.

     The principal amount, interest rate, interest payment date(s) and principal payment date(s) for each LOAN shall be as set forth in CONFIRMATIONS issued pursuant to the CREDIT AGREEMENT and, prior to any permitted assignment or other transfer of this NOTE, shall be set forth by the LENDER on the SCHEDULE attached hereto. Each entry to the SCHEDULE shall be initialed by the LENDER.

     If an EVENT OF DEFAULT, as defined in the CREDIT AGREEMENT, shall have occurred and be continuing, then, in such event, the LENDER may declare this NOTE and all LOANS evidenced by this NOTE to be due and payable, without the necessity of any presentment, demand, protest or further notice; provided, however, that the principal amount outstanding under this NOTE plus interest thereon shall be deemed to be immediately due and payable upon the occurrence of any event described in paragraph 4.1(d) of the CREDIT AGREEMENT.

     Pursuant to Section 5-1401 of the New York General Obligations Law, the BORROWER and the LENDER agree that this NOTE and any disputes arising hereunder shall be governed by the laws of the State of New York.