SUPPLEMENTAL REPRESENTATIONS

The Company represents and warrants to each Purchaser that, except as hereinafter deemed modified or substituted and replaced pursuant to this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct as of the Execution Date and as of the Closing Date. For purposes of the representation and warranty set forth above, (a) each reference to “Series 2012-A Notes” set forth in Section 5 of the Note Purchase Agreement shall be deemed modified to refer to “Series 2013-A Notes,” each reference to “this Agreement” set forth in Section 5 of the Note Purchase Agreement shall be deemed modified to refer to “the Note Purchase Agreement as supplemented by the First Supplement” and each reference to “the Purchasers” set forth in Section 5 of the Note Purchase Agreement shall be deemed modified to refer to “the institutional investors named on Schedule A to the First Supplement” and (b) the corresponding sections of Section 5 of the Note Purchase Agreement are hereby substituted and replaced by the following:

Section 5.3      Disclosure . The Note Purchase Agreement, the First Supplement and the documents, certificates or other writings delivered or otherwise made available to the Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby and identified in Schedule 5.3 to the First Supplement and the financial statements listed in Schedule 5.5 to this Exhibit A (the Note Purchase Agreement, the First Supplement and such documents, certificates or other writings and financial statements delivered or otherwise made available to each Purchaser prior to June 24, 2013 being referred to, collectively, as the “ Disclosure Documents ”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents since December 31, 2012, there has been no change in the financial condition, operations, business or properties of the Company or any Subsidiary except changes that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

Section 5.4      Organization and Ownership of Shares of Subsidiaries.

(a) Schedule 5.4 to this Exhibit A contains (except as noted therein) complete and correct lists of the Company's Restricted and Unrestricted Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary.

(b) All of the outstanding shares of Capital Stock of each Subsidiary shown in Schedule 5.4 to this Exhibit A as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4 to this Exhibit A).

(c) Each Subsidiary identified in Schedule 5.4 to this Exhibit A is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate

or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

(d)     No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than the Note Purchase Agreement, the agreements listed on Schedule 5.4 to this Exhibit A and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company's ability to perform its obligations under the Note Purchase Agreement, including, without limitation, its obligation to make payments hereunder and under the series 2013-A Notes.

Section 5.5      Financial Statements; Material Liabilities . The Company has delivered or otherwise made available to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5 to this Exhibit A. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Section 5.9      Taxes . The Company and its Subsidiaries have filed all federal, state and other material tax returns that are required to have been filed in any jurisdiction, and have paid all federal, state and other material taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of federal, state or other taxes for all fiscal periods are adequate in accordance with GAAP. The federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2008.

Section 5.13      Private Offering by the Company . Neither the Company nor anyone acting on its behalf has offered the Series 2013-A Notes or any similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than four other Institutional Investors of the type described in clause (c) of the definition thereof, each of which has been offered the Series 2013-A Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2013-A Notes to the registration requirements of Section 5 of the Securities Act or the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

    

Section 5.14      Use of Proceeds; Margin Regulations . The Company will apply the proceeds of the sale of the Series 2013-A Notes for general corporate purposes of the Company. No part of the proceeds from the sale of the Series 2013-A Notes pursuant to the First Supplement will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 25% of the value of the consolidated total assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

    

Section 5.15      Existing Indebtedness .

(a) Except as described therein, Schedule 5.15 to this Exhibit A sets forth, as of June 30, 2013, (1) a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary) having an outstanding principal balance in excess of $10,000,000 (or its equivalent in the relevant currency of payment) (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness of the Company or its Restricted Subsidiaries and (2) the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries in respect of obligations that, individually, have an outstanding principal balance of $10,000,000 (or its equivalent in the relevant currency of payment) or less, since which date there has been no Material change in the aggregate amount thereof. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Restricted Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Restricted Subsidiary having an outstanding principal amount in excess of $10,000,000 (or its equivalent in the relevant currency of payment) that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15 to this Exhibit A, neither the Company nor any Restricted Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.4.

(c) Neither the Company nor any Restricted Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except for the Bank Credit Agreement and other instruments and agreements evidencing Indebtedness of the Company or a Restricted Subsidiary, none of which contain any such provisions that are more restrictive than those contained in the Bank Credit Agreement.

Section 5.19      Notes Rank Pari Passu. The obligations of the Company under this Agreement and the Series 2013-A Notes rank pari passu in right of payment with all other unsecured Senior Indebtedness (actual or contingent) of the Company, including, without limitation, all unsecured Senior Indebtedness of the Company described in Schedule 5.15 to this Exhibit A.

DISCLOSURE MATERIALS

FINANCIAL STATEMENTS

None

FORM OF SERIES 2013-A SENIOR NOTE

METTLER-TOLEDO INTERNATIONAL INC.

4.10% Series 2013-A Senior Note due September 19, 2023

No. 2013-AR-__     ________ __, 20__

$__________     PPN 592688 A#2

For value received, the undersigned, Mettler-Toledo International Inc. (herein called the “ Company ”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to _____________________ or registered assigns, the principal sum of ______________ Dollars (or so much thereof as shall not have been prepaid) on September 19, 2023 (the “ Maturity Date ”) with interest (computed on the basis of a 360‑day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.10% per annum from the date hereof, payable semiannually, on the nineteenth day of March and September in each year, commencing with the March 19th or September 19th next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 6.10% and (ii) 2.00% over the rate of interest publicly announced by Bank of America, N.A., from time to time in New York, New York as its “reference” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of the Series 2013-A Senior Notes, (herein called the “ Notes ”) issued pursuant to the First Supplement dated as of July 29, 2013 (the “ Supplement ”) which supplements that certain Note Purchase Agreement dated as of October 10, 2012 (as from time to time amended, supplemented or otherwise modified, the “ Note Purchase Agreement ”), originally between the Company and the respective Purchasers named therein and is entitled to the benefits of the Note Purchase Agreement. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement; provided , that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is not subject to regularly scheduled prepayments of principal. This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Supplement and/or the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the State of New York excluding choice‑of‑law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

Mettler-Toledo International Inc.

By______________________________    

Name:

Title:

FORM OF OPINION OF SPECIAL COUNSEL

TO THE COMPANY

The closing opinion of Milbank, Tweed, Hadley & McCloy LLP, special counsel for the Company, which is called for by Section 4.4(d)(i) of the First Supplement, shall be dated the Closing Date and addressed to each Purchaser, shall be satisfactory in scope and form to each Purchaser and shall be to the effect that:

1.    The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Disclosure Documents.

2.    The Company has the corporate power to execute and deliver the First Supplement and the Notes and to perform its obligations under the Note Purchase Agreement, the First Supplement and the Series 2013-A Notes.

3.    Each of the Domestic Subsidiaries listed in Schedule B is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the State of Delaware.

4.    The First Supplement has been duly authorized, executed and delivered by the Company and the Note Purchase Agreement and the First Supplement constitute the legal, valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (a) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, or similar laws relating to or affecting creditors' rights generally; (b) as the enforceability thereof is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair dealing; and (c) in the case of rights to indemnity, as may be limited by law or public policy.

5.    The Series 2013-A Notes have been duly authorized, executed and delivered by the Company and, when paid for by the Purchasers in accordance with the terms of the Note Purchase Agreement and the First Supplement, will be legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except in each case: (a) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or similar laws relating to or affecting creditors' rights generally; (b) as the enforceability thereof is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair dealing; and (c) in the case of rights to indemnity, as may be limited by law or public policy.

6.    No Governmental Approval is required for the Company to execute and deliver the First Supplement and for the Company to issue the Series 2013-A Notes and perform its obligations under the Note Purchase Agreement, the First Supplement and the Series 2013-A Notes and for the sale of the Series 2013-A Notes by the Company to the Purchasers under the Note Purchase Agreement and the First Supplement, except such as have been made or obtained prior to the Closing Date or as may be required under state securities or “blue sky” laws of any jurisdiction, as to which we express no opinion.

7.    None of the execution and delivery by the Company of the First Supplement and the Series 2013-A Notes, the issuance and sale of the Series 2013-A Notes by the Company to the Purchasers and the

performance by the Company of its obligations under the Note Purchase Agreement, the First Supplement and the Series 2013-A Notes (i) results in a breach or violation of the restated certificate of incorporation or by-laws of the Company or (ii) constitutes a breach or violation of, or a default under, or results in the imposition of any lien, charge or encumbrance upon any property or assets of the Company under any agreement or other instrument binding upon the Company that is listed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2012 or its Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, or to any Applicable Law, provided , however that we express no opinion with respect to any contravention or creation or imposition of any liens arising under or based upon any cross-default provision insofar as such violation relates to a default under an agreement or instrument that is not an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2012 or its Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, or based upon any covenant of a financial or numerical nature requiring computation.

8.      The Company is not required to, and, immediately after giving effect to the offering and sale of the Series 2013-A Notes will not be required to, register as an investment company under the Investment Company Act of 1940, as amended.

9.      The issuance of the Series 2013-A Notes under the Note Purchase Agreement and the First Supplement and the use of the proceeds of the sale of the Series 2013-A Notes as provided therein do not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System.

10.      Assuming the accuracy of, and compliance with, the Purchasers' representations, warranties and agreements contained in Sections 6.1 and 6.2 of the Note Purchase Agreement, pursuant to the Purchasers' representations, warranties and agreements contained in Section 6 of the Supplement and the letter from Merrill Lynch, Pierce, Fenner & Smith Incorporated as placement agent dated as of the Execution Date, regarding the manner of offering the Notes, the offer, sale and delivery of the Series 2013-A Notes by the Company to the Purchasers in the manner contemplated by the Note Purchase Agreement and the First Supplement does not require registration under the Securities Act (it being understood that we express no opinion in this paragraph as to any subsequent resale of any Series 2013-A Notes), and no indenture is required to be qualified under the Trust Indenture Act of 1939, as amended.

For the purposes of the opinion, (a) the term “Applicable Law” means laws, rules and regulations of any Governmental Authority which, in our experience, are normally applicable to the type of transactions contemplated by the Note Purchase Agreement and the First Supplement, the Delaware General Corporation Law and the Delaware Limited Liability Company Act; (b) the term “Governmental Authority” means any United States federal or State of New York administrative, judicial or other governmental agency, authority, tribunal or body; and (c) the term “Governmental Approval” means any consent, authorization, approval or order of, or registration, qualification or filing with, any Governmental Authority under Applicable Law.

The opinion Milbank, Tweed, Hadley & McCloy LLP shall cover such other matters relating to the sale of the Series 2013-A Notes as any Purchaser may reasonably request and shall provide that (i) subsequent holders of the Series 2013-A Notes may rely upon such opinion and (ii) such opinion may be provided to Governmental Authorities including, without limitation, the NAIC. With respect to matters of fact on which such opinion is based, such counsel shall be entitled to rely on appropriate certificates of public officials and officers of the Company.

FORM OF OPINION OF SPECIAL COUNSEL

TO THE PURCHASERS

The opinion of Schiff Hardin LLP, special counsel to the Purchasers, called for by Section 4.4(d)(ii) of the First Supplement, shall be dated the Closing Date and addressed to the Purchasers, shall be satisfactory in form and substance to the Purchasers and shall be to the effect that:

1.    The Company is a corporation validly existing and in good standing under the laws of the State of Delaware.

2.    The First Supplement, the Note Purchase Agreement as supplemented by the First Supplement and the Series 2013-A Notes being delivered on the Closing Date constitute the legal, valid and binding contracts of the Company, enforceable against the Company in accordance with its terms.

3.    The issuance, sale and delivery of the Series 2013-A Notes being delivered on the Closing Date under the circumstances contemplated by First Supplement and the Note Purchase Agreement as supplemented by the First Supplement do not, under existing law, require the registration of such Series 2013-A Notes under the Securities Act or the qualification of an indenture under the Trust Indenture Act of 1939, as amended.

The opinion of Schiff Hardin LLP shall also state that the opinion of Milbank, Tweed, Hadley & McCloy LLP is satisfactory in scope and form to Schiff Hardin LLP and that, in their opinion, the Purchasers are justified in relying thereon.

In rendering the opinion set forth in paragraph 1 above, Schiff Hardin LLP may rely, as to matters referred to in paragraph 1, solely upon an examination of the Certificate of Incorporation certified by, and a certificate of good standing of the Company from, the Secretary of State of the State of Delaware. The opinion of Schiff Hardin LLP is limited to the laws of the State of New York and the federal laws of the United States.

With respect to matters of fact upon which such opinion is based, Schiff Hardin LLP may rely on appropriate certificates of public officials and officers of the Company and upon representations of the Company and the Purchasers delivered in connection with the execution and delivery of the Agreement.

CH2\13305188.1