CONFORMED COPY

AMENDMENT NO. 2

dated as of April 24, 2015

to

CREDIT AGREEMENT

Dated as of December 20, 2011

THIS AMENDMENT NO. 2 (“ Amendment ”) is made as of April 24, 2015 (the “ Effective Date ”) by and among Mettler-Toledo International Inc. (the “ Company ”), the Subsidiaries thereof identified on the signature pages hereto (together with the Company, the “ Borrowers ”), the lenders listed on the signature pages hereof (the “ Lenders ”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Administrative Agent ”), under that certain Credit Agreement dated as of December 20, 2011 by and among the Borrowers, the Lenders and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent agree to make certain modifications to the Credit Agreement; and

WHEREAS, the Borrowers, the Lenders and the Administrative Agent have so agreed on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Administrative Agent hereby agree as follows.

1. Amendments to the Credit Agreement . Effective as of the Effective Date, but subject to the satisfaction of the conditions precedent set forth in Section 2 below, the definition of “Change of Control” set forth in Section 1.01 of the Credit Agreement is hereby amended to amend and restate clause (d) thereof in its entirety as follows:

(d) [Intentionally Omitted].

2.      Conditions of Effectiveness . The effectiveness of this Amendment is subject to the following conditions precedent:

(a)    the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrowers, the Lenders required to execute this Amendment pursuant to the Credit Agreement, and the Administrative Agent;

(b)    the Administrative Agent shall have received all other fees and amounts due and payable on or prior to the Effective Date, including, to the extent invoiced no less than two (2) Business Days prior to the Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers.

3.      Representations and Warranties of each Borrower . Each Borrower hereby represents and warrants as follows:

(a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms.

(b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of such Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof (except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (y) for purposes of this Section 3(b) , the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement).

4.      Reference to and Effect on the Credit Agreement .

(a)      Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.

(b)      Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

(c)      The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5.      Costs and Expenses . The Borrowers jointly and severally shall pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees, costs and expenses of counsel to the Administrative Agent) incurred in connection with the preparation, execution and delivery of this Amendment.

6.      Governing Law . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

7.      Execution . This Amendment may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment.

8.      Headings . Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

CONFORMED COPY                                        

METTLER-TOLEDO INTERNATIONAL INC.

________________

FIRST AMENDMENT
Dated as of April 29, 2015

to

NOTE PURCHASE AGREEMENT
Dated as of March 31, 2015

________________

Re:

€125,000,000 1.47% Senior Notes due June 17, 2030

                                                    

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT dated as of April 29, 2015 (this “ First Amendment ”) to that certain Note Purchase Agreement dated as of March 31, 2015 is by and among METTLER-TOLEDO INTERNATIONAL INC., a Delaware corporation (the “ Company ”), and each of the institutional investors listed on the signature pages hereto (collectively, the “ Purchasers ”):

RECITALS:

A.    WHEREAS, the Company and each of the Purchasers have heretofore entered into that certain Note Purchase Agreement dated as of March 31, 2015 (the “ Original Note Agreement ”);

B.    WHEREAS, on June 17, 2015, the Company will issue €125,000,000 aggregate principal amount of its 1.47% Senior Notes due June 17, 2030 (the “Notes” ) to the Purchasers pursuant to the Original Note Agreement;

C.    WHEREAS, capitalized terms used herein shall have the respective meanings ascribed thereto in the Original Note Agreement unless herein defined or the context shall otherwise require; and

D.    WHEREAS, all requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Purchasers do hereby agree as follows:

SECTION 1.      AMENDMENTS.

1.1.          Section 8.7(h) of the Original Note Agreement shall be and is hereby amended and restated in its entirety as follows:

(h)      “Change in Control” shall mean

(1)    any transaction or series of related transactions pursuant to which the Company shall cease to own directly or indirectly the Capital Stock of Subsidiaries which have 70% or more of the consolidated tangible assets of the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1 or 70% or more of the consolidated revenues of the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1; or

(2)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee,

agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all Securities that such person or group has the right to acquire (such right, an “ option right ”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the equity Securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such Securities that such person or group has the right to acquire pursuant to any option right).

SECTION 2.           REPRESENTATION AND WARRANTIES OF THE COMPANY.

2.1.      To induce the Purchasers to execute and deliver this First Amendment, the Company represents and warrants to the Purchasers (which representations shall survive the execution and delivery of this First Amendment) that:

(a)      this First Amendment has been duly authorized, executed and delivered by the Company and the Original Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(b)      the execution and delivery of this First Amendment and the performance by the Company of Original Note Agreement, as amended by this First Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any material indenture, mortgage, deed of trust, loan, purchase or credit agreement or lease or corporate charter or by-laws or any other material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any material order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (3) violate in any material respect any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary; and

(c)      immediately before and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing.

SECTION 3.          CONDITIONS TO THE EFFECTIVENESS OF THIS FIRST AMENDMENT.

3.1.      Upon satisfaction of each and every one of the following conditions, this First Amendment shall become effective:

(a)      executed counterparts of this First Amendment, duly executed by the Company and the Required Holders, shall have been delivered to the Purchasers;

(b)      the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and

(c)      a copy of a duly executed amendment to the Bank Credit Agreement, which amends the Bank Credit Agreement in a manner substantially the same as set forth in Section 1.1 hereof.

SECTION 4.          MISCELLANEOUS.

4.1.      The Company agrees that it shall pay the fees and expenses of Schiff Hardin LLP, special counsel to the Purchasers, in connection with negotiation, preparation, execution and delivery of, this First Amendment.

4.2.      This First Amendment shall be construed in connection with and as part of the Original Note Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Original Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

4.3.      Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Original Note Agreement without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

4.4.      The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

4.5.      This First Amendment shall be governed by and construed in accordance with the laws of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

[Signature Pages Follow]

The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

METTLER-TOLEDO INTERNATIONAL INC.

This First Amendment is hereby accepted
and agreed to as of the date thereof.

METROPOLITAN LIFE INSURANCE COMPANY

METLIFE INSURANCE COMPANY USA

By: Metropolitan Life Insurance Company, its Investment Manager

OMI MLIC INVESTMENTS LIMITED

By: Metropolitan Life Insurance Company, its Investment Manager

This First Amendment is hereby accepted
and agreed to as of the date thereof.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC, its Investment Adviser

CONFORMED COPY                                        

METTLER-TOLEDO INTERNATIONAL INC.

________________

FIRST AMENDMENT
Dated as of April 29, 2015

to

NOTE PURCHASE AGREEMENT
Dated as of June 27, 2014

_______________

Re:

$125,000,000 3.84% Series 2014-A Senior Notes, Tranche 1, due September 19, 2024

$125,000,000 4.24% Series 2014-A Senior Notes, Tranche 2, due June 25, 2025

                                                    

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT dated as of April 29, 2015 (this “ First Amendment ”) to that certain Note Purchase Agreement dated as of June 27, 2014 is by and among METTLER-TOLEDO INTERNATIONAL INC., a Delaware corporation (the “ Company ”), and each of the institutional investors listed on the signature pages hereto (collectively, the “ Noteholders ”):

RECITALS:

A.    WHEREAS, the Company and each of the Noteholders have heretofore entered into that certain Note Purchase Agreement dated as of June 27, 2014 (the “ Original Note Agreement ”);

B.    WHEREAS, the Company has heretofore issued $125,000,000 aggregate principal amount of its 3.84% Series 2014-A Senior Notes, Tranche 1, due September 19, 2024 (the “Tranche 1 Notes” ) and, on June 25, 2015, the Company will issue $125,000,000 aggregate principal amount of its 4.24% Series 2014-A Senior Notes, Tranche 2, due June 25, 2025 (the “Tranche 2 Notes” and, together with the Tranche 1 Notes, collectively, the “Notes” ) to certain of the Noteholders, in each case pursuant to the Original Note Agreement;

C.    WHEREAS, the Noteholders are the holders of 100% of the outstanding principal amount of the Tranche 1 Notes;

D.    WHEREAS, capitalized terms used herein shall have the respective meanings ascribed thereto in the Original Note Agreement unless herein defined or the context shall otherwise require; and

E.    WHEREAS, all requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

SECTION 1.      AMENDMENTS.

1.1.          Section 8.7(h) of the Original Note Agreement shall be and is hereby amended and restated in its entirety as follows:

(h)      “Change in Control” shall mean

(1)    any transaction or series of related transactions pursuant to which the Company shall cease to own directly or indirectly the Capital Stock of Subsidiaries which have 70% or more of the consolidated tangible assets of the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1 or 70% or more of the consolidated revenues of

the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1; or

(2)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all Securities that such person or group has the right to acquire (such right, an “ option right ”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the equity Securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such Securities that such person or group has the right to acquire pursuant to any option right).

SECTION 2.           REPRESENTATION AND WARRANTIES OF THE COMPANY.

2.1.      To induce the Noteholders to execute and deliver this First Amendment, the Company represents and warrants to the Noteholders (which representations shall survive the execution and delivery of this First Amendment) that:

(a)      this First Amendment has been duly authorized, executed and delivered by the Company and the Original Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(b)      the execution and delivery of this First Amendment and the performance by the Company of Original Note Agreement, as amended by this First Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any material indenture, mortgage, deed of trust, loan, purchase or credit agreement or lease or corporate charter or by-laws or any other material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any material order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (3) violate in any material respect any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary; and

(c)      immediately before and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing.

SECTION 3.          CONDITIONS TO THE EFFECTIVENESS OF THIS FIRST AMENDMENT.

3.1.      Upon satisfaction of each and every one of the following conditions, this First Amendment shall become effective:

(a)      executed counterparts of this First Amendment, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders;

(b)      the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and

(c)      a copy of a duly executed amendment to that certain Credit Agreement among the Company, certain of its subsidiaries, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and certain other financial institutions, dated as of December 20, 2011 (as amended on November 26, 2013) (the “2013 Credit Agreement” ), which amends the 2013 Credit Agreement in a manner substantially the same as set forth in Section 1.1 hereof.

SECTION 4.          MISCELLANEOUS.

4.1.      The Company agrees that it shall pay the fees and expenses of Schiff Hardin LLP, special counsel to the Noteholders, in connection with negotiation, preparation, execution and delivery of, this First Amendment.

4.2.      This First Amendment shall be construed in connection with and as part of the Original Note Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Original Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

4.3.      Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Original Note Agreement without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

4.4.      The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

4.5.      This First Amendment shall be governed by and construed in accordance with the laws of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

[Signature Pages Follow]

The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

METTLER-TOLEDO INTERNATIONAL INC.

This First Amendment is hereby accepted
and agreed to as of the date thereof.

TEACHERS INSURANCE AND ANNUITY

   ASSOCIATION OF AMERICA

This First Amendment is hereby accepted
and agreed to as of the date thereof.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

MASSMUTUAL ASIA LIMITED

BANNER LIFE INSURANCE COMPANY

This First Amendment is hereby accepted
and agreed to as of the date thereof.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

CIGNA LIFE INSURANCE COMPANY OF NEW YORK

LIFE INSURANCE COMPANY OF NORTH AMERICA

This First Amendment is hereby accepted
and agreed to as of the date thereof.

CIGNA HEALTH AND LIFE INSURANCE COMPANY

HEALTH SPRING OF TENNESSEE, INC.

CONFORMED COPY                                        

METTLER-TOLEDO INTERNATIONAL INC.

________________

FIRST AMENDMENT
Dated as of April 29, 2015

to

NOTE PURCHASE AGREEMENT
Dated as of October 10, 2012

________________

Re:

$50,000,000 3.67% Series 2012-A Senior Notes due December 17, 2022

$50,000,000 4.10% Series 2013-A Senior Notes due September 19, 2023

                                                    

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT dated as of April 29, 2015 (this “ First Amendment ”) to that certain Note Purchase Agreement dated as of October 10, 2012 is by and among METTLER-TOLEDO INTERNATIONAL INC., a Delaware corporation (the “ Company ”), and each of the institutional investors listed on the signature pages hereto (collectively, the “ Noteholders ”):

RECITALS:

A.    WHEREAS, the Company and each of the Noteholders have heretofore entered into that certain Note Purchase Agreement dated as of October 10, 2012 (the “ Original Note Agreement ”) as supplemented by that certain First Supplement to Note Purchase Agreement dated as of July 29, 2013 (the “First Supplement” );

B.    WHEREAS, the Company has heretofore issued (i) $50,000,000 aggregate principal amount of its 3.67% Series 2012-A Senior Notes due December 17, 2022 (the “2012 Notes” ) pursuant to the Original Note Agreement and (ii) $50,000,000 aggregate principal amount of its 4.10% Series 2013-A Senior Notes due September 19, 2023 (the “2013 Notes” and, together with the 2012 Notes, collectively, the “Notes” ) pursuant to the Original Note Agreement and the First Supplement;

C.    WHEREAS, the Noteholders are the holders of 100% of the outstanding principal amount of the Notes;

D.    WHEREAS, capitalized terms used herein shall have the respective meanings ascribed thereto in the Original Note Agreement unless herein defined or the context shall otherwise require; and

E.    WHEREAS, all requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

SECTION 1.      AMENDMENTS.

1.1.          Section 8.7(h) of the Original Note Agreement shall be and is hereby amended and restated in its entirety as follows:

(h)      “Change in Control” shall mean

(1)    any transaction or series of related transactions pursuant to which the Company shall cease to own directly or indirectly the Capital Stock of Subsidiaries which have 70% or more of the consolidated tangible assets of the Company and

its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1 or 70% or more of the consolidated revenues of the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1; or

(2)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all Securities that such person or group has the right to acquire (such right, an “ option right ”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the equity Securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such Securities that such person or group has the right to acquire pursuant to any option right).

SECTION 2.           REPRESENTATION AND WARRANTIES OF THE COMPANY.

2.1.      To induce the Noteholders to execute and deliver this First Amendment, the Company represents and warrants to the Noteholders (which representations shall survive the execution and delivery of this First Amendment) that:

(a)      this First Amendment has been duly authorized, executed and delivered by the Company and the Original Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(b)      the execution and delivery of this First Amendment and the performance by the Company of Original Note Agreement, as amended by this First Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any material indenture, mortgage, deed of trust, loan, purchase or credit agreement or lease or corporate charter or by-laws or any other material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any material order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (3) violate in any material respect any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary; and

(c)      immediately before and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing.

SECTION 3.          CONDITIONS TO THE EFFECTIVENESS OF THIS FIRST AMENDMENT.

3.1.      Upon satisfaction of each and every one of the following conditions, this First Amendment shall become effective:

(a)      executed counterparts of this First Amendment, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders;

(b)      the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and

(c)      a copy of a duly executed amendment to that certain Credit Agreement among the Company, certain of its subsidiaries, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and certain other financial institutions, dated as of December 20, 2011 (as amended on November 26, 2013) (the “2013 Credit Agreement” ), which amends the 2013 Credit Agreement in a manner substantially the same as set forth in Section 1.1 hereof.

SECTION 4.          MISCELLANEOUS.

4.1.      The Company agrees that it shall pay the fees and expenses of Schiff Hardin LLP, special counsel to the Noteholders, in connection with negotiation, preparation, execution and delivery of, this First Amendment.

4.2.      This First Amendment shall be construed in connection with and as part of the Original Note Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Original Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

4.3.      Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Original Note Agreement without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

4.4.      The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

4.5.      This First Amendment shall be governed by and construed in accordance with the laws of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

METTLER-TOLEDO INTERNATIONAL INC.

This First Amendment is hereby accepted
and agreed to as of the date thereof.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

C.M. LIFE INSURANCE COMPANY

MASSMUTUAL ASIA LIMITED

This First Amendment is hereby accepted
and agreed to as of the date thereof.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

This First Amendment is hereby accepted
and agreed to as of the date thereof.

ATHENE ANNUITY AND LIFE COMPANY (f/k/a/ Aviva Life Annuity Company)

By: Athene Asset Management, L.P., its investment adviser

    

By: AAM GP Ltd., its general partner

By /s/ Roger D. Fors

Name: Roger D. Fors     

Title: Senior Vice President, Fixed Income    

ROYAL NEIGHBORS OF AMERICA

By: Athene Asset Management, L.P., its investment adviser

    

By: AAM GP Ltd., its general partner

By /s/ Roger D. Fors

Name: Roger D. Fors     

Title: Senior Vice President, Fixed Income

This First Amendment is hereby accepted
and agreed to as of the date thereof.

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

By /s/ Laura M. Parrott

Name: Laura M. Parrott     

Title: Senior Director

    

 

CONFORMED COPY                                        

METTLER-TOLEDO INTERNATIONAL INC.

________________

FIRST AMENDMENT
Dated as of April 29, 2015

to

NOTE PURCHASE AGREEMENT
Dated as of June 25, 2009

________________

Re:

$100,000,000 6.30% Series 2009-A Senior Notes due June 25, 2015

                                                    

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT dated as of April 29, 2015 (this “ First Amendment ”) to that certain Note Purchase Agreement dated as of June 25, 2009 is by and among METTLER-TOLEDO INTERNATIONAL INC., a Delaware corporation (the “ Company ”), and each of the institutional investors listed on the signature pages hereto (collectively, the “ Noteholders ”):

RECITALS:

A.    WHEREAS, the Company and each of the Noteholders have heretofore entered into that certain Note Purchase Agreement dated as of June 25, 2009 (the “ Original Note Agreement ”);

B.    WHEREAS, the Company has heretofore issued $100,000,000 aggregate principal amount of its 6.30% Series 2009-A Senior Notes due June 25, 2015 (the “Notes” ) pursuant to the Original Note Agreement;

C.    WHEREAS, the Noteholders are the holders of 100% of the outstanding principal amount of the Notes;

D.    WHEREAS, capitalized terms used herein shall have the respective meanings ascribed thereto in the Original Note Agreement unless herein defined or the context shall otherwise require; and

E.    WHEREAS, all requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

SECTION 1.      AMENDMENTS.

1.1.          Section 8.7(h) of the Original Note Agreement shall be and is hereby amended and restated in its entirety as follows:

(h)      “Change in Control” shall mean

(1)    any transaction or series of related transactions pursuant to which the Company shall cease to own directly or indirectly the Capital Stock of Subsidiaries which have 70% or more of the consolidated tangible assets of the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1 or 70% or more of the consolidated revenues of the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1; or

(2)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all Securities that such person or group has the right to acquire (such right, an “ option right ”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the equity Securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such Securities that such person or group has the right to acquire pursuant to any option right).

SECTION 2.           REPRESENTATION AND WARRANTIES OF THE COMPANY.

2.1.      To induce the Noteholders to execute and deliver this First Amendment, the Company represents and warrants to the Noteholders (which representations shall survive the execution and delivery of this First Amendment) that:

(a)      this First Amendment has been duly authorized, executed and delivered by the Company and the Original Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(b)      the execution and delivery of this First Amendment and the performance by the Company of Original Note Agreement, as amended by this First Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any material indenture, mortgage, deed of trust, loan, purchase or credit agreement or lease or corporate charter or by-laws or any other material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any material order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (3) violate in any material respect any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary; and

(c)      immediately before and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing.

SECTION 3.          CONDITIONS TO THE EFFECTIVENESS OF THIS FIRST AMENDMENT.

3.1.      Upon satisfaction of each and every one of the following conditions, this First Amendment shall become effective:

(a)      executed counterparts of this First Amendment, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders;

(b)      the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and

(c)      a copy of a duly executed amendment to that certain Credit Agreement among the Company, certain of its subsidiaries, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and certain other financial institutions, dated as of December 20, 2011 (as amended on November 26, 2013) (the “2013 Credit Agreement” ), which amends the 2013 Credit Agreement in a manner substantially the same as set forth in Section 1.1 hereof.

SECTION 4.          MISCELLANEOUS.

4.1.      The Company agrees that it shall pay the fees and expenses of Schiff Hardin LLP, special counsel to the Noteholders, in connection with negotiation, preparation, execution and delivery of, this First Amendment.

4.2.      This First Amendment shall be construed in connection with and as part of the Original Note Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Original Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

4.3.      Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Original Note Agreement without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

4.4.      The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

4.5.      This First Amendment shall be governed by and construed in accordance with the laws of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

[Signature Pages Follow]

The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

METTLER-TOLEDO INTERNATIONAL INC.

This First Amendment is hereby accepted
and agreed to as of the date thereof.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By:    CIGNA Investments, Inc.
        (authorized agent)

This First Amendment is hereby accepted
and agreed to as of the date thereof.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

This First Amendment is hereby accepted
and agreed to as of the date thereof.

C.M. LIFE INSURANCE COMPANY

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

MASSMUTUAL ASIA LIMITED

This First Amendment is hereby accepted
and agreed to as of the date thereof.

ATHENE ANNUITY AND LIFE COMPANY (f/k/a/ Aviva Life Annuity Company and successor in interest to America Investors Life Insurance Company)

By: Athene Asset Management, L.P., its investment adviser

    

By: AAM GP Ltd., its general partner

By /s/ Roger D. Fors

Name: Roger D. Fors     

Title: Senior Vice President, Fixed Income    

This First Amendment is hereby accepted
and agreed to as of the date thereof.

BANKERS LIFE AND CASUALTY COMPANY

WASHINGTON NATIONAL INSURANCE COMPANY

COLONIAL PENN LIFE INSURANCE COMPANY

By /s/ Jesse E. Horsfall

Name: Jesse E. Horsfall     

Title: SVP

This First Amendment is hereby accepted
and agreed to as of the date thereof.

CONESCO LIFE INSURANCE COMPANY (WILTON-MINNOW)

By /s/ William R. Hanger

Name: William R. Hanger     

Title: Attorney-in-Fact