Execution Version

AMENDMENT NO. 4

dated as of June 15, 2018

to

CREDIT AGREEMENT

Dated as of December 20, 2011

THIS AMENDMENT NO. 4 (“ Amendment ”) is made as of June 15, 2018 (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, inter alia, the Borrowers, the lenders party thereto from time to time 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 Credit Agreement is hereby amended as follows:

(a) The Credit Agreement is hereby amended in its entirety pursuant to Annex A hereto.

(b) The Exhibits to the Credit Agreement are hereby amended in their entirety pursuant to the corresponding Exhibits attached hereto as part of Annex A .

(c) The Schedules to the Credit Agreement are hereby amended in their entirety pursuant to the corresponding Schedules attached hereto as Annex A .

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, and the Administrative Agent;

(b)      the Administrative Agent shall have received the documents identified in the list of closing documents attached hereto as Annex B ;

(c)      the Administrative Agent and the Joint Lead Arrangers shall have received all fees required to be paid, including, for the avoidance of doubt, the fees required under each Fee Letter (both for the account of themselves or the Lenders), and all expenses for which invoices have been presented at least one (1) Business Day prior to the Effective Date; and

(d)      (i) the Administrative Agent shall have received, at least five (5) Business Days prior to the Effective Date, all documentation and other information regarding any Borrower reasonably requested in writing by the Administrative Agent, at least ten (10) Business Days prior to the Effective Date, required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) Business Days prior to the Effective Date, any Lender that has requested, in a written notice to such Borrower at least ten (10) Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to such Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied).

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).

(c) The Company and the Administrative Agent had discussions prior to the signing of the Credit Agreement and this Amendment indicating the Company’s wish to incorporate Mettler-Toledo Management Holding Deutschland GmbH, certain other German subsidiaries and certain other Dutch subsidiaries no longer party to the Credit Agreement,

Mettler-Toledo Holding AG and Mettler-Toledo GmbH, as “Borrowers” under the Credit Agreement. The Company requested this arrangement so as to obtain local drawings in Germany, Switzerland and the Netherlands as part of its overall corporate strategy. The Company reiterates that this element of cross-border borrowing with the framework of the Credit Agreement was requested by the Company at its own initiative and was based on its own corporate strategic planning and has at no point in time been solicited by the Administrative Agent or the Lenders in any way.

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 other Loan Documents (including all guarantees thereunder) 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 GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.17(b) and (c) and Section 10.18 of the Credit Agreement are hereby incorporated by reference as though fully set forth herein.

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.

9. New and Departing Lenders; Reallocations . Certain financial institutions not party to the Credit Agreement prior to the date hereof and identified on the signature pages

hereto as a “New Lender” (the “ New Lenders ”) are hereby deemed to be Lenders for all purposes of the Loan Documents, with Commitments as set forth on Schedule 2.01(A) to the Credit Agreement attached as Annex A hereto. The New Lenders shall have the rights, duties and obligations of Lenders on and after the date hereof as a result of executing this Amendment (including, without limitation, funding obligations in respect of their Commitments as and when required under the Credit Agreement). Certain Lenders have agreed that they shall no longer constitute Lenders under the Credit Agreement as of the date hereof (each, a “ Departing Lender ”). Each Lender that executes and delivers a signature page hereto that identifies it as a Departing Lender shall constitute a Departing Lender as of the date hereof. No Departing Lender shall have a Commitment on and after the date hereof. Each Departing Lender shall cease to be a party to the Credit Agreement as of the date hereof, and no Departing Lender shall have any rights, duties or obligations thereunder save for those rights which are expressly stated in the Credit Agreement to survive the termination of the Credit Agreement. All accrued and unpaid interest and other amounts, if any, due and owing to a Departing Lender under the Loan Documents (prior to the effectiveness of this Amendment) and of which the Borrower has been notified, other than outstanding Loans and L/C Obligations owed to or held by such Departing Lender (which shall be reallocated as set forth below), shall be paid by the Borrower to such Departing Lender as of the date hereof. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. Each Departing Lender hereby assigns its Loans and L/C Obligations to the remaining Lenders as of the date hereof, and the Administrative Agent is hereby authorized to take such steps under the Credit Agreement as reasonably required to give effect to the departure of the Departing Lenders, including, without limitation, reallocating outstanding obligations among the Lenders (including the New Lenders) ratably based on their Commitments and effecting payment to each Departing Lender of its pro rata share of the outstanding Loans and L/C Obligations (to the extent such L/C Obligations have been funded by such Departing Lender). The Loan Parties agree with and consent to the foregoing assignments and authorization as described in the immediately preceding sentence.

10. New and Departing Borrowers . Notwithstanding the requirements set forth in Section 2.16 of the Credit Agreement, (i) upon receipt by the Administrative Agent of a duly-executed Revolving Borrower Request and Assumption Agreement (the “ Borrower Request ”) from Mettler-Toledo Limited (the “ New Borrower ”), as of the Effective Date, the New Borrower shall become a Revolving Borrower entitled to borrow Revolving Loans and request the issuance of Letters of Credit under the Credit Agreement (on the terms set forth in the Borrower Request) without any additional requirement for the Administrative Agent to deliver the Borrower Request or any Notice of Designation of Additional Revolving Borrower and Applicable Currency to the Lenders or Mettler-Toledo International and (ii) each of Mettler-Toledo B.V., Mettler-Toledo Luxembourg S.à r.l., Mettler-Toledo Global Holdings LLC, Mettler-Toledo Finance Ltd., Metter-Toledo Holding B.V. and Mettler-Toledo UK Holdings Limited shall cease to be a Revolving Borrower under the Credit Agreement concurrent with the effectiveness of this Amendment and the repayment of any outstanding Revolving Loans or other amounts payable by such Revolving Borrower.

[Signature Pages Follow]

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

Annex A

Credit Agreement, Exhibits to Credit Agreement, and Schedules to Credit Agreement, as amended pursuant to Amendment No. 4

Attached

CREDIT AGREEMENT

$1,100,000,000

Dated as of December 20, 2011

and as amended as of November 26, 2013, April 24, 2015, December 17, 2015 and June 15, 2018

among

METTLER-TOLEDO INTERNATIONAL INC.,

as Guarantor and Revolving Borrower,

METTLER-TOLEDO HOLDING AG,

METTLER-TOLEDO MANAGEMENT HOLDING DEUTSCHLAND GMBH,

METTLER-TOLEDO GMBH, and

METTLER-TOLEDO LIMITED

as Revolving Borrowers,

CERTAIN SUBSIDIARIES PARTIES HERETO FROM TIME TO TIME ,

as Subsidiary Swingline Borrowers,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

and

L/C Issuer for the Revolving Borrowers,

BANK OF AMERICA, N.A.,

as a Co-Syndication Agent and

L/C Issuer for the Revolving Borrowers,

MUFG BANK, LTD. and HSBC BANK USA, NATIONAL ASSOCIATION,

as Co-Syndication Agents,

WELLS FARGO BANK, N.A., U.S. BANK NATIONAL ASSOCIATION,

CREDIT SUISSE (SWITZERLAND) LTD., ING BANK N.V.,

DUBLIN BRANCH and THE BANK OF NOVA SCOTIA,

as Documentation Agents

and

The Lenders, Other L/C Issuers and Swingline Lenders

Party Hereto From Time to Time

TABLE OF CONTENTS

CREDIT AGREEMENT

This CREDIT AGREEMENT (“ Agreement ”) is entered into as of December 20, 2011, has previously been amended as of November 26, 2013, as of April 24, 2015 and as of December 17, 2015, and is hereby amended as of June 15, 2018, among METTLER-TOLEDO INTERNATIONAL INC., a corporation organized under the laws of Delaware, as a borrower of Revolving Loans and the Guarantor (“ Mettler-Toledo International ”), METTLER-TOLEDO HOLDING AG, a corporation organized under the laws of Switzerland, as a borrower of Revolving Loans (“ MTH ”), METTLER-TOLEDO MANAGEMENT HOLDING DEUTSCHLAND GMBH, a limited liability company organized under the laws of Germany, as a borrower of Revolving Loans (“ MTMD ”), METTLER-TOLEDO GMBH (formerly known as METTLER-TOLEDO AG), a Swiss limited liability company, as a borrower of Revolving Loans (“ MTG ”), and METTLER-TOLEDO LIMITED, an English limited company, as a borrower of Revolving Loans (“ MT-UK ”; collectively, together with certain other Subsidiaries of Mettler-Toledo International that may from time to time become parties hereto pursuant to Section 2.16 , the “ Revolving Borrowers ”), the “Initial Subsidiary Swingline Borrowers” (as defined below) and certain other Subsidiaries of Mettler-Toledo International that may from time to time become parties hereto pursuant to Section 2.14(b ) (each a “ Subsidiary Swingline Borrower ” and, together with the Revolving Borrowers, the “ Borrowers ” and, each a “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and an L/C Issuer to the Revolving Borrowers, BANK OF AMERICA, N.A., as a Co-Syndication Agent and an L/C Issuer to the Revolving Borrowers, MUFG BANK, LTD. and HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Syndication Agents, WELLS FARGO BANK, N.A., U.S. BANK NATIONAL ASSOCIATION, CREDIT SUISSE (SWITZERLAND) LTD., ING BANK N.V., DUBLIN BRANCH and THE BANK OF NOVA SCOTIA, as Documentation Agents, each other L/C Issuer and Swingline Lender party hereto from time to time and JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MUFG BANK, LTD. and HSBC SECURITIES (USA) INC. as Joint Lead Arrangers and Joint Bookrunners.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01      Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Acquisition ” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person.

“ Acquisition Holiday ” means, subject to the remainder hereof, a four consecutive fiscal quarter period commencing with the fiscal quarter in which an Acquisition occurs; provided that: (i) the total consideration for such Acquisition (including, without limitation, all cash payments, assumed Indebtedness, issued Equity Interests and earn-outs in connection with such Acquisition) is greater than $250,000,000; and (ii) Mettler-Toledo International notifies the Administrative Agent in writing that it wishes to increase the maximum Consolidated Leverage Ratio permitted under Section 7.11(b) from 3.50 to 1.00 to 4.00 to 1.00, with such written notice being delivered at least 10 Business Days prior to the date on which such Acquisition is consummated; provided further, that (a) no more than two (2) Acquisition Holidays shall occur during the

term of this Agreement; (b) at least two complete and consecutive fiscal quarters must elapse between the end of the first Acquisition Holiday and the beginning of the second Acquisition Holiday; and (c) no Event of Default shall exist and be continuing or shall result from (after giving pro forma effect to) the applicable Acquisition and related increase to the maximum Consolidated Leverage Ratio permitted under Section 7.11(b) (with the understanding that Mettler-Toledo International, upon the Administrative Agent’s reasonable request, shall deliver on or prior to the date of such Acquisition written calculations and certifications to evidence compliance with the foregoing clause (c)).

“ Additional Commitment Lender ” has the meaning assigned to such term in Section 2.18(d) .

“ Adjustment Date ” has the meaning set forth in the definition of “Assumed Swingline Loan Amount.”

“ Administrative Agent ” means JPMCB (including its branches and affiliates), in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means, with respect to any currency (other than Subsidiary Currency), the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify Mettler- Toledo International and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Agent-Related Persons ” means the Administrative Agent, together with its Affiliates (including, in the case of JPMCB in its capacity as the Administrative Agent, JPMorgan Chase Bank, N.A., in its capacity as a Joint Lead Arranger or otherwise), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“ Aggregate Commitments ” means the Commitments of all the Lenders, which Commitment with respect to any Lender as of the Amendment No. 4 Effective Date shall be the greater of the amount reflected opposite such Lender’s name in column A or column C of Schedule 2.01(A) .

“ Agreement ” means this Credit Agreement, as amended, amended and restated, supplemented or otherwise modified from time to time.

“ Agreement Currency ” has the meaning specified in Section 10.19 .

“ Alternative Currency ” for Loans (other than Swingline Loans which are to be denominated in Subsidiary Currencies) and Letters of Credit (other than Letters of Credit which are to be denominated in Subsidiary Currencies) means each of Euro, Pounds Sterling, Swiss Francs, Yen, Canadian Dollars and each other currency (other than Dollars) that is approved in accordance with Section 1.07 .

“ Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof (a) in the applicable Alternative Currency as determined in accordance with Section 1.06 or (b) in the applicable Subsidiary Currency (other than Dollars) as determined on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) in accordance with Section 1.06 for the purchase of such Alternative Currency or such Subsidiary Currency, as applicable, with Dollars.

“ Amendment No. 4 Effective Date ” means June 15, 2018.

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrowers or their Subsidiaries from time to time concerning or relating to bribery or corruption.

“ Applicable Borrower ” means any Revolving Borrower or any Subsidiary Swingline Borrower, as applicable, which is the Borrower to whom such Credit Extension was, or is to be, made and such Credit Extension shall be deemed to be on a several (and not joint) basis hereunder.

“ Applicable Currency ” means, as to any particular payment or Loan, (a) Dollars, (b) the Alternative Currency or (c) the Subsidiary Currency in which any such payment or Loan is denominated or payable.

“ Applicable Foreign Obligor Documents ” has the meaning specified in Section 5.18 .

“ Applicable Parties ” has the meaning assigned to it in Section 10.02(b)(iii) .

“ Applicable Rate ” means, for any day, with respect to any Eurocurrency Rate Loan or any Base Rate Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurocurrency Spread and Letter of Credit Fee Rate”, “Base Rate Spread” or “Facility Fee Rate”, as the case may be, based upon the Consolidated Leverage Ratio applicable as of the most recent determination date:

For purposes of the foregoing,

(i) if at any time the Loan Parties fail to deliver financials on or before the date financials are due pursuant to Section 6.01, Category 5 shall be deemed applicable until the date which is five (5) Business Days after financials are actually delivered, after which the Category shall be determined in accordance with the table above as applicable;

(ii) adjustments, if any, to the Category then in effect shall be effective five (5) Business Days after the Administrative Agent has received the applicable financials (it being understood and agreed that each change in Category shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change); and

(iii) notwithstanding the foregoing, Category 2 shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable financials for the first fiscal quarter ending after the Amendment No. 4 Effective Date (unless such financials demonstrate that Category 3, 4 or 5 should have been applicable during such period, in which case such other Category shall be deemed to be applicable during such period) and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs.

“ Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer for the Revolving Borrowers, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“ Applicant Borrower ” has the meaning specified in Section 2.14(b) .

“ Applicant Revolving Borrower ” has the meaning specified in Section 2.16(a) .

“ Approved Electronic Platform ” has the meaning assigned to it in Section 10.02(b)(i) .

“ Approved Fund ” has the meaning specified in Section 10.07(g) .

“ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit E hereto.

“ Assumed Swingline Loan Amount ” means the Dollar Equivalent amount of the aggregate Subsidiary Swingline Borrower Sublimit for all of the Subsidiary Swingline Borrowers. The Administrative Agent shall set the amount on the Closing Date and shall adjust the amount upward or downward not less frequently than the last Business Day of each calendar month of Mettler-Toledo International after the Closing Date (each an “ Adjustment Date ”) to reflect the Dollar Equivalent amount as of such date of the Subsidiary Swingline Borrower Sublimit of all of the Subsidiary Swingline Borrowers.

“ Attorney Costs ” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.

“ Attributable Indebtedness ” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Off-Balance Sheet Obligation, the amount that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such obligation were accounted for as an obligation of Mettler-Toledo International.

“ Audited Financial Statements ” means the audited consolidated balance sheet of Mettler-Toledo International and its Subsidiaries for the fiscal year ended December 31, 2017, and the related consolidated statements of operations, shareholders’ equity and cash flows for such fiscal year of Mettler-Toledo International and its Subsidiaries, including the notes thereto.

“ Auto-Renewal Letter of Credit ” has the meaning specified in Section 2.03(b)(iii) .

“ Availability Period ” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06 , and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02 .

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail In Legislation Schedule.

“ Bank of America Letters of Credit ” means those letters of credit identified on Schedule 1.01(A) , issued prior to the Closing Date by Bank of America, N.A. for the account of Mettler-Toledo International, which letters of credit were automatically and without further action of the parties thereto converted into Letters of Credit issued pursuant to this Agreement as of the Closing Date, and for this purpose (i) fees and other amounts in respect thereof shall be payable as if such letters of credit had been issued hereunder on the Closing Date, (ii) the face amount of such letters of credit to the extent outstanding shall be included in the calculation of L/C Obligations, and (iii) all liabilities of Mettler-Toledo International with respect to such letters of credit shall constitute Obligations.

“ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of (i) an Undisclosed Administration or (ii) any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Base Rate ” means, for any day for any Loan, Letter of Credit or other financial accommodation that specifies or that requires that the interest rate applicable thereto be the “Base Rate”, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1%, and (c) the Eurocurrency Rate for Dollars for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus any then applicable statutory reserve rate plus 1%; provided , that for the purpose of this definition, the Eurocurrency Rate for any day shall be based on the applicable Screen Rate (or if such Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate, or the Eurocurrency Rate for Dollars shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate, or the Eurocurrency Rate for Dollars. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03(a) or (b) hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if at any time the Base

Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars and no Base Rate Loans shall be made to any Foreign Subsidiary Borrower.

“ Basel III ” has the meaning assigned to such term in the definition of “Change in Law” in this Section.

“ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“ Borrower ” and “ Borrowers ” each has the meaning specified in the introductory paragraph hereto.

“ Borrower Materials ” has the meaning specified in Section 6.02 .

“ Borrowing ” means a borrowing consisting of simultaneous Revolving Loans of the same Type, in the same currency and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 , or a Swingline Borrowing as the context may require.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to close under the Laws of New York City or Chicago, Illinois and:

(i) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a LIBOR Quoted Currency, any fundings, disbursements, settlements and payments in a LIBOR Quoted Currency in respect of any such Eurocurrency Rate Loan, or any other dealings in a LIBOR Quoted Currency to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, Business Day also shall mean any such day that is also a London Business Day;

(ii)      if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a Non-Quoted Currency, any fundings, disbursements, settlements and payments in a Non-Quoted Currency in respect of any such Eurocurrency Rate Loan, or any other dealings in a Non-Quoted Currency to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, Business Day also shall exclude any day on which banks are not open for general business in the principal financial center of the country of such currency. In addition, if the Loans or L/C Obligations which are the subject of a borrowing, drawing, payment, reimbursement or rate selection are denominated in euro, the term “Business Day” also shall exclude any day that is not a TARGET Day; and

(iii)      in addition to the foregoing, if such day relates to any interest rate settings as to a Swingline Loan or an L/C Obligation, any funding, disbursements, settlements, and payments in respect of such Swingline Loan or L/C Obligation, or any other dealings in respect of such Swingline Loan or L/C Obligation to be carried out pursuant to this Agreement, Business Day also shall exclude any day on which banks are not open for general business in the principal financial center of the country of the applicable currency and/or the country where the applicable Swingline Lender or L/C Issuer is located.

“ Canadian Dollars ” means the lawful currency of Canada.

“ Capital Stock ” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated), (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and (f) all rights to purchase warrants, options and other securities exercisable for, exchangeable for or convertible into any of the foregoing.

“ Capitalized Lease ” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which in accordance with GAAP, is or should be accounted for, as a capital lease on the balance sheet of such Person; provided that any operating lease that is required at any time to be characterized as a Capitalized Lease as a result of a change in GAAP following the date hereof shall not be treated as a Capitalized Lease for purposes hereof. It is understood and agreed that all of the terms and conditions of this definition of “Capitalized Lease” shall be subject to Section 1.03(c) .

“ Cash Collateralize ” has the meaning specified in Section 2.03(g) .

“ CDOR Screen Rate ” means for the relevant Interest Period, the Canadian deposit offered rate which, in turn means on any day the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant Interest Period for CAD Dollar-denominated bankers’ acceptances displayed and identified as such on the applicable screen on the Reuters service, as of 10:00 a.m. Toronto local time on the first day of such Interest Period and, if such day is not a business day, then on the immediately preceding business day (as adjusted by Administrative Agent after 10:00 a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest), or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent or the applicable Swingline Lender, as the case may be, from time to time in its reasonable discretion. If the CDOR Screen Rate shall be less than zero, the CDOR Screen Rate shall be deemed to be zero for purposes of this Agreement.

“ CDOR Rate ” means for any Loans in Canadian Dollars, the CDOR Screen Rate .

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines

or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (all such requests, rules, guidelines and directives under this clause (y) being referred to as “ Basel III ”), in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Change of Control ” means:

(a) any transaction or series of related transactions pursuant to which Mettler-Toledo International shall cease to own directly or indirectly the Capital Stock of Subsidiaries which have 70% or more of the consolidated tangible assets of Mettler-Toledo International and the Subsidiaries as set forth in the most recent financial statements delivered by Mettler-Toledo International pursuant to Section 6.01 , or 70% or more of the consolidated revenues of Mettler-Toledo International and the Subsidiaries as set forth in the most recent financial statements delivered by Mettler-Toledo International pursuant to Section 6.01 ; or

(b)      any Person ceases to be a Loan Party unless there are no outstanding Obligations payable by such Loan Party and such Person’s status as a Loan Party under this Agreement has been terminated in a manner acceptable to the Administrative Agent; or

(c)      any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, 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 Securities Exchange Act of 1934, 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 Mettler-Toledo International entitled to vote for members of the board of directors or equivalent governing body of Mettler-Toledo International 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);.

“ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the case of Section 4.01(c) , waived by the Person entitled to receive the applicable payment).

“ Code ” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.

“ Commitment ” means, as to each Lender, its obligation to (a) make Loans in the form of Revolving Loans pursuant to Section 2.01 and, in the case of Global Lenders, Swingline Loans, including the Existing Swingline Loans, pursuant to Section 2.04 , (b) in the case of Global Lenders, make L/C Credit Extensions (and specifically the obligation of JPMCB in its capacity as issuer of Letters of Credit, including the JPMorgan Letters of Credit, hereunder or any successor issuer of Letters of Credit hereunder to make L/C Credit Extensions to the Revolving Borrowers, the obligation of Bank of America, N.A. in its capacity as issuer of the Bank of America Letters of Credit to make L/C Credit Extensions with respect to the Bank of America Letters of Credit, and the obligation of each Swingline Lender making Swingline Loans hereunder to a Subsidiary Swingline Borrower to make L/C Credit Extensions, including with respect to the Existing Swingline Letters of Credit, to such Subsidiary Swingline Borrower), (c) in the case of Global Lenders, purchase participations in L/C Obligations and (d) in the case of Global Lenders, purchase participations in Swingline Loans, in each case in an aggregate principal amount at any one time outstanding not to exceed

the Dollar amount set forth opposite such Lender’s name in columns A and C of Schedule 2.01(A) (or, in the case of Non-Global Lenders, column C of Schedule 2.01(A) ) or in the Assignment and Assumption or other agreement pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement; provided , however , that the Commitment of any Global Lender reflected in columns A and C of Schedule 2.01(A) shall be one and the same, and shall not be cumulative. For the avoidance of doubt, it is agreed and acknowledged that no Non-Global Lender shall have any Commitment with respect to Loans made in Alternative Currencies or to any Borrower organized outside of the United States.

“ Communications ” has the meaning specified in Section 10.02(b)(iv) .

“ Compensation Period ” has the meaning specified in Section 2.12(c)(ii) .

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D hereto.

“ Consolidated EBITDA ” means, for any period, for Mettler-Toledo International and the Subsidiaries determined on a consolidated basis, an amount equal to Consolidated Net Income for such period, plus the following to the extent deducted in calculating such Consolidated Net Income:

(a) Consolidated Interest Charges for such period,

(b) the provision for federal, state, local and foreign income and capital taxes for such period,

(c) the amount of depreciation and amortization expense deducted in determining such Consolidated Net Income,

(d) other non-cash items of expenses or non-cash extraordinary losses deducted in determining such Consolidated Net Income (excluding any such non-cash expense to the extent that it represents amortization of a prepaid cash expense that was paid in a prior period or an accrual of, or a reserve for, cash charges or expenses in any future period), and

(e) other cash non-recurring items of expense or cash extraordinary losses deducted in determining such Consolidated Net Income, provided that for any such period, the aggregate amount of cash non-recurring items of expense or cash extraordinary losses referred to in clause (e) shall not constitute more than 10% of Consolidated EBITDA for such period;

minus , to the extent included in calculating such Consolidated Net Income, non-cash extraordinary gains.

Consolidated EBITDA shall be calculated to give pro forma effect to any Acquisition, disposition of assets or discontinuance of operations occurring during any period for which it is being measured by giving pro forma effect to such Acquisition, disposition of assets or discontinuance of operations as if it had occurred at the beginning of such period, which pro forma calculation shall be made in accordance with GAAP, but shall not take into account any projected synergies or similar benefits expected to be realized as a result of such event.

“ Consolidated Funded Indebtedness ” means, as of any date of determination, for Mettler- Toledo International and the Subsidiaries on a consolidated basis, as of any date of determination, without duplication, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness (except as provided in clause

(d) below), (c) all direct or contingent obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, and similar instruments (excluding, for the avoidance of doubt, surety bonds, tender bid bonds, customer performance guarantees and guarantees for customer advance payments and similar suretyship obligations issued in the ordinary course of business that are not letters of credit and which in each case, do not constitute a Guarantee of Indebtedness of others), (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, except those being contested, in good faith, not past due more than 60 days after the due date on which each such trade payable or account payable was created), (e) Attributable Indebtedness in respect of Capitalized Leases and Off-Balance Sheet Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e), and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which Mettler-Toledo International or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to Mettler-Toledo International or such Subsidiary. For purposes of determining Consolidated Funded Indebtedness, all non-Dollar borrowings will be converted to Dollars at the time of determination.

“ Consolidated Interest Charges ” means, for any period, for Mettler-Toledo International and the Subsidiaries determined on a consolidated basis, the sum of all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest), in each case to the extent treated as interest expense in accordance with GAAP, including the portion of rent expense with respect to such period under Capitalized Leases that is treated as interest in accordance with GAAP.

“ Consolidated Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for four consecutive fiscal quarters most recently ended on or prior to such date for which Mettler-Toledo International has delivered financial statements pursuant to Sections 6.01(a) or (b) to (b) Consolidated Interest Charges for such period.

“ Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended for which Mettler-Toledo International has delivered financial statements pursuant to Sections 6.01(a) or (b) .

“ Consolidated Net Income ” means, for any period, for Mettler-Toledo International and the Subsidiaries on a consolidated basis, net income (including extraordinary gains and losses, in either case, whether cash or non-cash) for that period.

“ Consolidated Net Worth ” means the excess over current liabilities of all assets properly appearing on a consolidated balance sheet of Mettler-Toledo International and its Subsidiaries after deducting the minority interests of others in Subsidiaries.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” has the meaning specified in the definition of “Affiliate.”

“ Credit Extension ” means each of the following: (a) a Borrowing; and (b) an L/C Credit Extension.

“ Credit Party ” means the Administrative Agent, any LC Issuer, any Swingline Lender or any other Lender.

“ CRR ” means the Council Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means an interest rate equal to (a) in the case of Eurocurrency Rate Loans, the sum of (i) the Eurocurrency Rate for such Loans plus (ii) the Applicable Rate applicable to such Loans plus (iii) any Statutory Reserve Rate, as applicable, plus (iv) 2% per annum; (b) in the case of Letters of Credit, a rate equal to (i) the Letter of Credit Fee plus (ii) 2% per annum; (c) in the case of Swingline Loans, the sum of (i) the applicable interest rate established by the Swingline Lender plus (ii) any applicable margin established by the Swingline Lender plus (iii) any Statutory Reserve Rate, as applicable, plus (iv) 2% per annum; and (d) in the case of Base Rate Loans and for all other purposes, the sum of (i) the Base Rate for such Loans plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum.

“ Defaulting Lender ” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified any Borrower or any Credit Party in writing, or has made a public statement to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party or Mettler-Toledo International, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“ Designated Borrower ” has the meaning specified in Section 11.01 .

“ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined in accordance with Section 1.06 for the purchase of Dollars with such Alternative Currency, and (c) with respect to any amount denominated in any Subsidiary Currency (other than Dollars), the equivalent amount thereof in Dollars as determined in accordance with Section 1.06 for the purchase of Dollars with such Subsidiary Currency.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“ EEA Financial Institution ” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Electronic Signature ” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“ Eligible Assignee ” has the meaning specified in Section 10.07(g) .

“ EMU ” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ Environmental Laws ” means any and all Federal, state, local, and non-U.S. statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Mettler-Toledo International, any other Loan Party or any of the Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with Mettler-Toledo International within the meaning of Section 414(b) or (c) of the Code or Section 4001(14) of ERISA (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Sections 412, 430 and 431 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Mettler-Toledo International or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Mettler-Toledo International or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Mettler-Toledo International or any ERISA Affiliate.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“ Euro ” and “ EUR ” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“ Eurocurrency Rate ” means, with respect to (A) any Eurocurrency Rate Loan in any LIBOR Quoted Currency and for any applicable Interest Period, the LIBOR Screen Rate as of the Specified Time on the Quotation Day for such currency and Interest Period; provided that if any LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement and (B) any Eurocurrency Rate Loan in any Non-Quoted Currency and for any applicable Interest Period, the applicable Local Screen Rate for such Non-Quoted Currency as of the Specified Time and on the Quotation Day for such currency and Interest Period; provided that if any Local Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided , that , if a LIBOR Screen Rate or a Local Screen Rate, as applicable, shall not be available at the applicable time for the applicable Interest Period (the “ Impacted Interest Period ”), then the Eurocurrency Rate for such currency and Interest Period shall be the Interpolated Rate; provided , that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. It is understood and agreed that all of the terms and conditions of this definition of “Eurocurrency Rate” shall be subject to Section 3.03 .

“ Eurocurrency Rate Loan ” means a Revolving Loan to the Revolving Borrowers that bears interest at a rate based on the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Revolving Loans to the Revolving Borrowers denominated in an Alternative Currency must be Eurocurrency Rate Loans.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excluded Jurisdictions ” has the meaning set forth in Section 3.01(a) .

“ Excluded UK Withholding Taxes ” means UK withholding taxes imposed on amounts payable to or for the account of a Credit Party with respect to an applicable interest in a Loan, Letter of Credit or Commitment, if on the date on which payment of the amount falls due: (a) the payment could have been made to the relevant Credit Party without any deduction for UK withholding taxes if the Credit Party had been a Qualifying Credit Party, but on that date that Credit Party is not or has ceased to be a Qualifying Credit Party other than as a result of any change after the date it became a Credit Party under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or (b) the relevant Credit Party is a Qualifying Credit Party solely by virtue of paragraph (b) of the definition of “Qualifying Credit Party” and: (i) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “ Direction ”) under section 931 of the Income Tax Act 2007 which relates to the payment and that Credit Party has received from the person making the payment or from another UK Loan Party a certified copy of that Direction; and (ii) the payment could have been made to the Credit Party without any deduction for UK withholding taxes if that Direction had not been made; or (c) the relevant Credit Party is a Treaty Credit Party and the person making the payment is able to demonstrate that the payment could have been made to the Credit Party without any deduction for UK withholding taxes had that Credit Party complied with its obligations under Section 3.01(e)(ii).

“ Existing Credit Agreement ” means that certain Credit Agreement, dated as of August 15, 2008, by and among Mettler-Toledo International, the revolving borrowers and subsidiary swingline borrowers party thereto, the lenders party thereto and JPMCB as administrative agent, as amended or modified.

“ Existing Swingline Letters of Credit ” means those letters of credit issued prior to the Closing Date by any “Swingline Lender” under the Existing Credit Agreement that is also a Swingline Lender hereunder for the accounts of any Subsidiary Swingline Borrower, which letters of credit were automatically and without further action of the parties thereto converted into Letters of Credit issued pursuant to this Agreement as of the Closing Date, and for this purpose (i) fees and other amounts in respect thereof shall be payable as if such letters of credit had been issued hereunder on the Closing Date, (ii) the face amount of and any accrued and unpaid fees relating to such letters of credit shall be included in the calculation of Subsidiary L/C Obligations, and (iii) all liabilities of the applicable Subsidiary Swingline Borrower with respect to each such letter of credit shall constitute Obligations.

“ Existing Swingline Loans ” means all of the “Swingline Loans” outstanding under the Existing Credit Agreement immediately prior to the termination thereof and the effectiveness of this Agreement, including any accrued and unpaid interest thereon.

“ Existing Maturity Date ” has the meaning assigned to such term in Section 2.18(a) .

“ Extending Lender ” has the meaning assigned to such term in Section 2.18(b) .

“ Extension Date ” has the meaning assigned to such term in Section 2.18(a) .

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“ Federal Funds Effective Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that, if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“ Fee Letters ” means, collectively, (i) the fee letter agreement, dated November 28, 2011, among Mettler-Toledo International, the Administrative Agent and J.P. Morgan Securities LLC, as Joint Lead Arranger, (ii) the fee letter agreement, dated November 28, 2011, among Mettler-Toledo International, Bank of America, N.A., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger, (iii) the fee letter agreement dated October 25, 2013, among Mettler-Toledo International, the Administrative Agent and J.P. Morgan Securities LLC, as Joint Lead Arranger, (iv) the fee letter agreement, dated October 25, 2013, among Mettler-Toledo International, Bank of America, N.A., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger, (v) the fee letter agreement dated November 17, 2015, among Mettler-Toledo International, the Administrative Agent and J.P. Morgan Securities LLC, as Joint Lead Arranger, (vi) the fee letter agreement, dated November 17, 2015, among Mettler-Toledo International, Bank of America, N.A., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger, (vii) the fee letter agreement, dated November 17, 2015, between Mettler-Toledo International and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arranger, (viii) the fee letter agreement dated May 22, 2018, between Mettler-Toledo International and JPMCB as the Administrative Agent and Joint Lead Arranger, (ix) the fee letter agreement, dated May 22, 2018, among Mettler-Toledo International, Bank of America, N.A., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger, (x) the fee letter agreement, dated May 22, 2018, between Mettler-Toledo International and MUFG Bank, Ltd., as Joint Lead Arranger, and (xi) the fee letter agreement, dated May 22, 2018, among Mettler-Toledo International, HSBC Bank USA, National Association and HSBC Securities (USA) Inc., as Joint Lead Arranger, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Foreign Lender ” has the meaning specified in Section 10.15(a)(i) .

“ Foreign Obligor ” means a Loan Party that is a Foreign Subsidiary.

“ Foreign Subsidiary ” means any Subsidiary other than a Domestic Subsidiary.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fund ” has the meaning specified in Section 10.07(g) .

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States or agencies including the SEC with similar functions of comparable stature and authority with the U.S.

accounting profession, that are applicable to the circumstances as of the date of determination, consistently applied.

“ German Borrower ” means any Borrower incorporated in the Federal Republic of Germany and/or having its registered seat ( Sitz ) in the Federal Republic of Germany.

“ German Subsidiary ” means any Subsidiary incorporated in the Federal Republic of Germany and/or having its registered seat ( Sitz ) in the Federal Republic of Germany.

“ Global Lender ” means any financial institution party hereto as a lender other than the Non-Global Lenders, and includes any successor thereto and any Global Lender who becomes a Lender pursuant to an Assignment and Assumption or any other agreement entered into hereunder by such Person pursuant to which such Person becomes a Lender, and, as the context requires, includes each L/C Issuer and each Swingline Lender. It is understood and agreed that so long as there is any Revolving Borrower being a Swiss Borrower, any Lender of such Swiss Borrower shall be a Swiss Qualifying Bank.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guaranteed Obligations ” has the meaning specified in Section 11.01 .

“ Guarantor ” means Mettler-Toledo International, as guarantor pursuant to Article XI .

“ Guaranty ” means the guarantee of the Guarantor set forth in Article XI .

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Honor Date ” has the meaning specified in Section 2.03(c)(i) .

“ Impacted Interest Period ” has the meaning set forth in the definition of “ Eurocurrency Rate ”.

“ Increase Effective Date ” has the meaning specified in Section 2.15(b) .

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)      all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, and similar instruments (excluding, for the avoidance of doubt, surety bonds, tender bid bonds, customer performance guarantees and guarantees for customer advance payments and similar suretyship obligations issued in the ordinary course of business that are not letters of credit and which in each case, do not constitute a Guarantee of Indebtedness of others);

(c)      net obligations of such Person under any Swap Contract;

(d)      all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e)      indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)      Capitalized Leases and Off-Balance Sheet Obligations; and

(g)      all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capitalized Lease or Off-Balance Sheet Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

For purposes of Section 5.07(b) and Section 7.02 , the Indebtedness of any Person shall not include Indebtedness that is owed by any wholly-owned Subsidiary of Mettler-Toledo International to Mettler-Toledo International, by Mettler-Toledo International to any wholly owned Subsidiary of Mettler-Toledo International or by any wholly-owned Subsidiary of Mettler-Toledo International to another wholly-owned Subsidiary of Mettler-Toledo International; provided that (a) any such Indebtedness shall be created in the ordinary course of business consistent with standard business practices, (b) any such Indebtedness shall be unsecured, and (c) any such Indebtedness shall be eliminated for purposes of the consolidated financial statements of Mettler-Toledo International in accordance with GAAP.

“ Indemnified Liabilities ” has the meaning specified in Section 10.05 .

“ Indemnitees ” has the meaning specified in Section 10.05 .

“ Information ” has the meaning specified in Section 10.08 .

“ Initial Subsidiary Swingline Borrower ” means, as of the Amendment No. 4 Effective Date, each of the following: Mettler-Toledo Management Holding Deutschland GmbH, a German limited liability company, Mettler-Toledo GmbH, a Swiss limited liability company, Mettler-Toledo K.K., a Japanese corporation, Mettler-Toledo, LLC, a Delaware limited liability company, Mettler-Toledo Inc., a Canadian corporation, and Mettler-Toledo Limited, an English limited company.

“ Interest Payment Date ” means (a) as to any Base Rate Loan, the fifth day after the end of each of March, June, September and December (calculated on a calendar quarter basis) commencing with the first such date to occur after the Closing Date and the Maturity Date, (b) as to any Swingline Loan, the last Business Day of each calendar month and the Maturity Date, and (c) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Eurocurrency Rate Loan exceeds three months or 90 days, as the case may be, the respective dates that fall every three months or 90 days, as the case may be, after the beginning of such Interest Period shall also be Interest Payment Dates.

“ Interest Period ” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date seven days, one, two, three or six months thereafter, as selected by Mettler-Toledo International in a Loan Notice or, if available from all the Lenders, twelve months thereafter as selected by Mettler-Toledo International in a Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day in the case of a Eurocurrency Rate Loan unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(b)      any Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)      no Interest Period shall extend beyond the Maturity Date for the applicable Loan.

“ Interpolated Rate ” means, at any time, for any Interest Period, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate (for the longest period for which the applicable Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the applicable Screen Rate for the shortest period (for which such Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, as of the Specified Time on the Quotation Day for such Interest Period. When determining the rate for a period which is less than the shortest period for which the relevant Screen Rate is available, the applicable Screen Rate for purposes of clause (a) above shall be deemed to be the Overnight Rate.

“ Inventory ” has the meaning ascribed to such term under GAAP.

“ Investment ” means, as to any Person, at any particular time, (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a capital contribution to, or purchase or other acquisition of any other equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit; provided that ownership of capital stock or other securities of a wholly-owned Subsidiary shall not be an investment.

“ IP Rights ” has the meaning specified in Section 5.08(b) .

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“ Issuer Documents ” means with respect to any Letter of Credit, the Letter Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Applicable Borrower or in favor of the L/C Issuer and relating to any such Letter of Credit.

“ Joint Lead Arranger ” means (i) JPMCB, (ii) Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), (iii) MUFG Bank, Ltd., and (iv) HSBC Securities (USA) Inc., each in its capacity as joint lead arranger and joint book manager.

“ JPMCB ” means JPMorgan Chase Bank, N.A.

“ JPMorgan Letters of Credit ” means those letters of credit identified on Schedule 1.01(B) , issued prior to the Closing Date by JPMCB for the account of Mettler-Toledo International, which letters of credit were automatically and without further action of the parties thereto converted into Letters of Credit issued pursuant to this Agreement as of the Closing Date, and for this purpose (i) fees and other amounts in respect thereof shall be payable as if such letters of credit had been issued hereunder on the Closing Date, (ii) the face amount of such letters of credit shall be included in the calculation of L/C Obligations, and (iii) all liabilities of Mettler-Toledo International with respect to such letters of credit shall constitute Obligations.

“ Judgment Currency ” has the meaning specified in Section 10.19 .

“ Laws ” means, collectively, all international, non-U.S., Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law including, without limitation, all Environmental Laws.

“ L/C Advance ” means, with respect to each Lender (other than the Non-Global Lenders), such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by the Revolving Borrower or Swingline Borrower, as applicable, on the Honor Date or refinanced as a Borrowing of Revolving Loans.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“ L/C Issuer ” means (a) with respect to the Revolving Borrowers, each of (i) JPMCB and (ii) Bank of America, N.A., each in its capacity as issuer of Letters of Credit hereunder to Revolving Borrowers, or any successor issuer of Letters of Credit to Revolving Borrowers hereunder, and (b) with respect to each Subsidiary Swingline Borrower, the Swingline Lender who makes Swingline Loans to such Subsidiary Swingline Borrower acting in the capacity of issuer of Letters of Credit (including the Existing Swingline Letters of Credit) hereunder to such Subsidiary Swingline Borrower. Any L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. All references in this Agreement to the L/C Issuer shall be deemed a reference to the applicable L/C Issuer issuing the applicable Letter of Credit.

“ L/C Obligations ” means, as at any date of determination, the aggregate undrawn Dollar Equivalent amount of all outstanding Letters of Credit plus the aggregate Dollar Equivalent of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Lender ” means each Global Lender and each Non-Global Lender.

“ Lender Notice Date ” has the meaning assigned to such term in Section 2.18(b) .

“ Lending Office ” means, as to any Lender (other than a Swingline Lender), the office or offices of such Lender (or, at the option of such Lender, the office or offices of an Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate) described as such in such Lender’s Administrative Questionnaire specified as its “Lending Office”, “Domestic Lending Office” or “Alternative Currency Lending Office”, or such other office or offices or branches as a Lender may from time to time notify Mettler-Toledo International and the Administrative Agent. For the avoidance of doubt, it is acknowledged and agreed that any Lender may, if it so elects, fulfill its commitment to make or continue any Loan by causing a foreign branch or Affiliate with reasonable and appropriate capacities to fund or maintain each Loan (without any increased cost to the Borrowers), in which case the terms “Lender” and “Lending Office” shall include any such branch or Affiliate with respect to any Loan made or continued by it; provided that the obligation of the applicable Borrower to repay such Loan shall be satisfied by the making of any payment to such Lender (for the account of such branch or Affiliate).

“ Letter of Credit ” means any standby letter of credit issued by an L/C Issuer hereunder.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“ Letter of Credit Commitment ” means, with respect to each L/C Issuer for the Revolving Borrowers, the commitment of such L/C Issuer to issue Letters of Credit hereunder. The initial amount of each such L/

C Issuer’s Letter of Credit Commitment is set forth on Schedule 2.01(B), or if an L/C Issuer for the Revolving Borrowers has entered into an Assignment and Assumption, the amount set forth for such L/C Issuer as its Letter of Credit Commitment in the Register maintained by the Administrative Agent; each L/C Issuer’s Letter of Credit Commitment may be decreased or increased from time to time with the written consent of Mettler-Toledo International, the Administrative Agent and the L/C Issuers ( provided that any increase in the Letter of Credit Commitment with respect to any L/C Issuer, or any decrease in the Letter of Credit Commitment to an amount not less than any L/C Issuer’s Letter of Credit Commitment as of the Amendment No. 4 Effective Date, shall only require the consent of Mettler-Toledo International and such L/C Issuer.

“ Letter of Credit Expiration Date ” means the day that is five Business Days prior to the Maturity Date then in effect.

“ Letter of Credit Fee ” has the meaning specified in Section 2.03(i) .

“ Letter of Credit Sublimit ” for Letters of Credit issued for the account of the Revolving Borrowers, means an amount equal to the lesser of (a) $20 million and (b) the excess of the unused amount of the Aggregate Commitment, over the portion of the unused Aggregate Commitment held by the Non-Global Lenders, at such time. The Letter of Credit Sublimit is part of, not in addition to, the Aggregate Commitments. The Letter of Credit Sublimit does not apply to Letters of Credit issued to Subsidiary Swingline Borrowers; any Letters of Credit issued for the account of Subsidiary Swingline Borrowers are part of the Subsidiary Swingline Borrower Sublimit.

“ LIBOR Quoted Currency ” means Dollars, Euro, Pounds Sterling, Yen, Swiss Francs and such other currencies from time to time designated as such by the Administrative Agent and the Global Lenders in consultation with the Borrowers.

“ LIBOR Rate ” means for any Loans in a LIBOR Quoted Currency and for any applicable Interest Period, the LIBOR Screen Rate.

“ LIBOR Screen Rate ” means, for any day and time, with respect to any Eurocurrency Rate Loan denominated in any LIBOR Quoted Currency and for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such LIBOR Quoted Currency for a period equal in length to such Interest Period as displayed on the applicable screen on the Reuters service that displays such rate (or, in the event such rate does not appear on such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion); provided that if the LIBOR Screen Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan ” means an extension of credit by a Lender to a Revolving Borrower or a Subsidiary Swingline Borrower pursuant to Article II which may be in the form of a Revolving Loan or a Swingline Loan.

“ Loan Documents ” means this Agreement, each Subsidiary Swingline Borrower Request and Assumption Agreement, each Note, each Issuer Document, any Guarantee securing any of the Indebtedness

under this Agreement, each Subsidiary Swingline Borrower Sublimit Adjustment Consent, each Notice of Designation of Subsidiary Swingline Borrower, Applicable Subsidiary Currency and Subsidiary Currency Sublimit, each Subsidiary Swingline Borrower Sublimit Adjustment Consent, each Swingline Loan Calculation Date Notice and each Notice of Swingline Loan Amount, each Revolving Borrower Request and Assumption Agreement and each Notice of Designation of Revolving Borrower and Applicable Currency, the Fee Letters, and any other documents prepared in connection with the other Loan Documents, if any and delivered to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby.

“ Loan Notice ” means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Revolving Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a) , which, in each case, if in writing, shall be substantially in the form of Exhibit A hereto.

“ Loan Parties ” means, collectively, each Revolving Borrower, each Subsidiary Swingline Borrower, the Guarantor and each Subsidiary providing a Guarantee securing any of the Indebtedness under this Agreement.

“ Local Screen Rates ” mean the CDOR Screen Rate and such other interest rates (other than the LIBOR Screen Rates) from time to time designated as such by the Administrative Agent and the Global Lenders in consultation with the Borrowers.

“ London Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in London are authorized or required by law to remain closed.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the business, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of Mettler-Toledo International and the Subsidiaries taken as a whole; or (b) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“ Material Property ” means all real property and tangible personal property, used primarily for manufacturing or warehousing and owned by a Loan Party or a Material Subsidiary, exclusive of the following: (i) any property financed through obligations issued by a state or possession of the United States, or any political subdivision or instrumentality of the foregoing, on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the IRS, includable in gross income of the holder by reason of Section 103(a) of the Code as in effect at the time of the issuance of such obligations; (ii) any real property held for development or sale; or (iii) any property the gross book value of which (including related land and improvements thereon and all machinery and equipment included therein without deduction of any depreciation reserves) is less than 10% of Consolidated Net Worth or which the board of directors of Mettler-Toledo International determines is not material to the operation of the business of the Mettler-Toledo International and its Subsidiaries taken as a whole.

“ Material Subsidiary ” means any Subsidiary, or for the purposes of Sections 8.01(f) or 8.01(g) only, any Subsidiary or any group of Subsidiaries, having 10% or more of the consolidated tangible assets of Mettler-Toledo International and the Subsidiaries or having 10% or more of the consolidated revenues of Mettler-Toledo International and the Subsidiaries.

“ Maturity Date ” means June 15, 2023 subject to extension (in the case of each Lender consenting thereto) as provided in Section 2.18 .

“ Mettler-Toledo International ” has the meaning specified in the introductory paragraph hereto.

“ MT-UK ” has the meaning specified in the introductory paragraph hereto.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Mettler-Toledo International or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.

“ Non-Extending Lender ” has the meaning assigned to such term in Section 2.18(b) .

“ Non-Global Lender ” means any financial institution party hereto as a lender that has a Commitment under column C to Schedule 2.01(A) but not under column A to Schedule 2.01(A) , and includes any successor thereto and any Non-Global Lender who becomes a Lender pursuant to an Assignment and Assumption or any other agreement entered into hereunder by such Person pursuant to which such Person becomes a Lender. For the avoidance of doubt, it is agreed and acknowledged that no Non-Global Lender shall have any Commitment with respect to (i) Revolving Loans which are denominated in an Alternative Currency or made to a Borrower that is not organized in the United States, (ii) L/C Advances, (iii) Swingline Loans, or (iv) any participations in or reimbursements relating to any of the foregoing. It is understood and agreed that so long as there is any Revolving Borrower being a Swiss Borrower, any Lender of such Swiss Borrower shall be a Swiss Qualifying Bank.

“ Non-Public Lender ” means: (a) until interpretation of "public" as referred to in the CRR by the relevant authority/ies: which (x) assumes existing rights and/or obligations vis-à-vis a Borrower, the value of which is at least €100,000 (or its equivalent in another currency), (y) provides repayable funds for an initial amount of at least €100,000 (or its equivalent in another currency) or (z) otherwise qualifies as not being forming part of the public, and (b) following the publication of an interpretation of "public" as referred to in the CRR by the relevant authority/ies: such amount or such criterion as a result of which such entity shall qualify as not forming part of the public.

“ Non-Quoted Currency ” means Canadian Dollars and such other currencies (other than a LIBOR Quoted Currency) from time to time designated as such by the Administrative Agent and the Lenders in consultation with the Borrowers .

“ Non-Renewal Notice Date ” has the meaning specified in Section 2.03(b)(iii) .

“ Non-U.S. Dollar Swingline Loan ” means any Swingline Loan to a Subsidiary Swingline Borrower that is not made in Dollars.

“ Notes ” means the Revolving Notes and the Swingline Notes.

“ Notice of Designation of Additional Revolving Borrower and Applicable Currency ” has the meaning specified in Section 2.16(a) .

“ Notice of Designation of Additional Subsidiary Swingline Borrower, Applicable Subsidiary Currency and Subsidiary Currency Sublimit ” has the meaning specified in Section 2.14(b) .

“ Notice of Swingline Loan Amounts ” means a notice substantially in the form of Exhibit K .

“ NYFRB ” means the Federal Reserve Bank of New York.

“ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ Off-Balance Sheet Obligation ” means (for the avoidance of doubt, and subject to Section 1.03(c) , excluding operating leases) the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the Indebtedness of such Person (without regard to accounting treatment) or (c) an agreement for the sale of receivables or like assets creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as Indebtedness of such Person (without regard to accounting treatment).

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction).

“ Other Taxes ” has the meaning specified in Section 3.01(b) .

“ Outstanding Amount ” means (a) with respect to Revolving Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and

prepayments or repayments of such Loans occurring on such date, (b) with respect to Swingline Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swingline Loans occurring on such date, (c) with respect to any L/C Obligations (excluding Subsidiary L/C Obligations) on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension (excluding L/C Credit Extensions to any Swingline Borrower) occurring on such date and any other changes in the aggregate amount of such L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any such Letters of Credit or any reductions in the maximum amount available for drawing under any such Letters of Credit taking effect on such date, and (d) with respect to Subsidiary L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such Subsidiary L/C Obligations on such date after giving effect to any L/C Credit Extension to Swingline Borrowers occurring on such date and any other changes in the aggregate amount of such Subsidiary L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any such Letters of Credit or any reductions in the maximum amount available for drawing under any such Letter of Credit taking effect on such date.

“ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.–managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars (other than Swingline Loans or Subsidiary L/C Obligations), the NYFRB Rate, (b) with respect to any amount denominated in an Alternative Currency, the greater of (x) the NYFRB Rate and (y) the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency (or if such amount due remains unpaid for more than three (3) Business Days, then for such other period of time as the Administrative Agent may elect) for delivery in immediately available and freely transferable funds would be offered by the Administrative Agent to major banks in the interbank market upon request of such major banks for the relevant currency as determined above and in an amount comparable to the unpaid principal amount of the related credit event, plus any taxes, levies, imposts, duties, deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent by any relevant correspondent bank in respect of such amount in such relevant currency, and (c) with respect to any amount denominated in a Subsidiary Currency, the rate of interest per annum, as determined by the applicable Swingline Lender in its reasonable discretion, at which overnight deposits in the applicable Subsidiary Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day in such Subsidiary Currency. The Overnight Rate for any day which is not a Business Day shall be the Overnight Rate for the immediately preceding Business Day.

“ Parent ” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“ Participant ” has the meaning specified in Section 10.07(d ).

“ Participant Register ” has the meaning specified in Section 10.07(e) .

“ Participating Member State ” means each state so described in any EMU Legislation.

“ Patriot Act ” has the meaning specified in Section 10.20 .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Mettler-Toledo International or any ERISA Affiliate or to which Mettler-Toledo International or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by Mettler-Toledo International.

“ Plan Asset Regulations ” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA.

“ Pounds Sterling ” and “ £ ” mean the lawful currency of the United Kingdom.

“ Prime Rate ” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“ Pro Rata Share ” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments at such time; provided that if the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 , then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender in column D of Schedule 2.01(A) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. Notwithstanding the foregoing, any reference to “Pro Rata Share” relating to (i) Revolving Loans which are denominated in an Alternative Currency or made to a Borrower that is not organized in the United States, (ii) L/C Advances, (iii) Swingline Loans, or (iv) any costs, expenses, fees or other amounts related to any of the foregoing, shall initially be as set forth opposite the name of each Lender in column B of Schedule 2.01(A) and shall thereafter be calculated excluding the Non-Global Lenders. Defaulting Lenders shall be excluded herefrom to the extent contemplated by Section 2.17 .

“ Qualifying Credit Party ” means a Credit Party which is beneficially entitled to interest payable to that Credit Party in respect of an advance under a Loan, Letter of Credit or Commitment and is:

(a)    a Credit Party:

(i)    which is a bank (as defined for the purpose of section 879 of the Income Tax Act 2007) making an advance under a Loan, Letter of Credit or Commitment and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the Corporation Tax Act 2009; or

(ii)    in respect of an advance made under a Loan, Letter of Credit or Commitment by a person that was a bank (as defined for the purpose of section 879 of the Income Tax Act 2007) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(b)    a Credit Party which is:

(i)    a company resident in the United Kingdom for United Kingdom tax purposes;

(ii)    a partnership each member of which is:

(2)    a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the Corporation Tax Act 2009;

(iii)    a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009) of that company;

(c)    a Treaty Credit Party ; or

(d)    a Credit Party which is a building society (as defined for the purpose of section 880 of the Income Tax Act 2007) making an advance under a Loan, Letter of Credit or Commitment.

“ Quotation Day ” means, with respect to any Loan or other Obligation for any Interest Period, (i) if the currency is Pounds Sterling or Canadian Dollars, the first day of such Interest Period, (ii) if the currency is Euro, two TARGET Days before the first day of such Interest Period, and (iii) for any other currency, two Business Days prior to the commencement of such Interest Period (unless, in each case, market practice differs in the relevant market where the interest rate for such currency is to be determined, in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market (and if quotations would normally be given on more than one day, then the Quotation Day will be the last of those days).

“ Register ” has the meaning specified in Section 10.07(c) .

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“ Request for Credit Extension ” means (a) with respect to a Borrowing of Revolving Loans, conversion or continuation of Revolving Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swingline Loan, a swingline loan notice in form and substance acceptable to the Swingline Lender.

“ Required Lenders ” means, as of any date of determination, (a) Lenders having more than 50% of the Aggregate Commitments (including, without limitation, the Commitments of the Non-Global Lenders), or (b) if the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or otherwise, Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans being deemed “outstanding” by such Lender for purposes of this definition), and with that portion of the Total Outstandings held by Non-Global Lenders being included; provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided , further that for purposes of determining Total Outstandings in this definition, the Assumed Swingline Loan Amount shall not be applied in the calculation.

“ Responsible Officer ” means (a) with respect to Mettler-Toledo International, the chief executive officer, chairman, president, chief financial officer, executive vice president, treasurer or assistant treasurer of a Loan Party (b) with respect to MTH, MTMD, MTG and MT-UK, their managing director(s) ( Geschäftsführer ), chairman, chief executive officer, president, chief financial officer, treasurer, assistant treasurer, controller, chief accounting officer or finance director and (c) with respect to any other Loan Party, the chairman, chief executive officer, president, chief financial officer, treasurer, assistant treasurer, controller, chief accounting officer or finance director. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash or other tangible property) with respect to any capital stock or other equity interest of any Person or any Subsidiary, or any payment (whether in cash or other tangible property), including any redemption, retirement, acquisition, cancellation or termination of any such capital stock or other equity interest or of any option, warrant or other right to acquire any such capital stock or other equity interest.

“ Revaluation Date ” means (a) with respect to any Revolving Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02 , and (iii) such additional dates as the Administrative Agent shall determine; (b) with respect to any Swingline Loan, (i) each date of a Borrowing of a Swingline Loan denominated in a Subsidiary Currency (other than Dollars), and (ii) such additional dates as the Administrative Agent or the applicable Swingline Lender, as the case may be, shall determine; (c) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency or a Subsidiary Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by any L/C Issuer of any Letter of Credit denominated in an Alternative Currency or a Subsidiary Currency, and (iv) such additional dates as the Administrative Agent or the applicable L/C Issuer, as the case may be, shall determine; and (d) with respect to the Subsidiary Swingline Borrower Sublimit of all Subsidiary Swingline Borrowers (i) as of each Adjustment Date, and (ii) such additional dates as the Administrative Agent or the applicable Swingline Lender, as the case may be, shall determine.

“ Revolving Borrower Request and Assumption Agreement ” has the meaning specified in Section 2.16(a) .

“ Revolving Borrowers ” has the meaning specified in the introductory paragraph hereto.

“ Revolving Loan ” means an extension of credit by a Lender to a Revolving Borrower under Section 2.01 .

“ Revolving Note ” means a promissory note made by a Revolving Borrower in favor of a Lender evidencing the Revolving Loans made by such Lender to a Revolving Borrower, substantially in the form of Exhibit B hereto.

“ Same Day Funds ” means (a) with respect to disbursements and payments in Dollars of Revolving Loans or L/C Obligations (other than Subsidiary L/C Obligations), immediately available funds, (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer for the Revolving Borrowers, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency, and (c) with respect to disbursements and payments in a Subsidiary Currency, same day or other funds as may be determined by the Swingline Lender for the applicable Subsidiary Swingline Borrower to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Subsidiary Currency.

“ Sanctioned Country ” means, at any time, a country, region or territory which is itself, or whose government is, the subject or target of any Sanctions (as of the Amendment No. 4 Effective Date, Crimea, Cuba, Iran, North Korea and Syria).

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any EU member state or Switzerland, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority with jurisdiction over any Loan Party, (b) any Person domiciled, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) or (d) any Person otherwise the subject of any Sanctions.

“ Sanctions ” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, Switzerland or other relevant sanctions authority with jurisdiction over any Loan Party.

“ Sarbanes-Oxley ” means the Sarbanes-Oxley Act of 2002.

“ Screen Rate ” means the LIBOR Screen Rate and the Local Screen Rates collectively and individually as the context may require.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Special Notice Currency ” means at any time an Alternative Currency or Subsidiary Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“ Specified Officer ” means the Chairman, the Chief Executive Officer, the President, the Chief Financial Officer, the Secretary, the Treasurer and the General Counsel of Mettler-Toledo International, and any other executive officer identified as such in Mettler-Toledo International’s annual report on Form 10-K filed pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Specified Time ” means (i) in relation to a Loan in Canadian Dollars, as of 10:00 a.m. Toronto, Ontario time, (ii) in relation to a Loan in a LIBOR Quoted Currency, as of 11:00 a.m., London time, and (iii) in relation to a Loan in any other currency, as of 11:00 a.m., local time, based upon the principal financial center of the country for such currency, or as otherwise agreed between the Borrowers, the Administrative Agent and the Global Lenders.

“ Spot Rate ” means, on any day, (a) with respect to any Alternative Currency, the rate of exchange for the purchase of dollars with such Alternative Currency in the London foreign exchange market at or about 11:00 a.m. London time (or New York time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price”, or as displayed on such other publicly available information service which publishes that rate of exchange from time to time in place of ICE Data Services (or if such service ceases to be available, the equivalent of such amount in dollars as determined by the Administrative Agent, the applicable L/C Issuer or the applicable Swingline Lender using any reasonable method of determination it deems appropriate to determine such rate) and (b) if such amount is denominated in any other currency (other than dollars), the equivalent of such amount in dollars as determined by the Administrative Agent, the applicable L/C Issuer or the applicable Swingline Lender using any method of determination it deems appropriate in its sole discretion.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System of the United States of America to which the Administrative Agent is subject, with respect to the Eurocurrency Rate, for eurocurrency fundings (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Mettler-Toledo International.

“ Subsidiary Currency ” means, as to any Subsidiary Swingline Borrower, the currency in which such Subsidiary Swingline Borrower may borrow Swingline Loans pursuant to Section 2.04 and have Letters of Credit issued for the account of such Subsidiary Swingline Borrower pursuant to Section 2.03 , as set forth in the definition of “Subsidiary Swingline Borrower Sublimit” or as designated by a Subsidiary Swingline Borrower Request and Assumption Agreement for the applicable Subsidiary Swingline Borrower; provided that such designation must be agreed to by the Administrative Agent and the affected Swingline Lender as

evidenced by the Notice of Designation of Additional Subsidiary Swingline Borrower, Applicable Subsidiary Currency and Subsidiary Swingline Borrower Sublimit.

“ Subsidiary Currency Sublimit ” has the meaning set forth in the definition of “Subsidiary Swingline Borrower Sublimit.”

“ Subsidiary L/C Obligation ” means at any time, for any Subsidiary Swingline Borrower, the sum of (a) the aggregate undrawn Dollar Equivalent amount of all Letters of Credit issued for the account of such Subsidiary Swingline Borrower then outstanding, plus (b) the Dollar Equivalent amount of all unreimbursed drawings under Letters of Credit issued for the account of the Subsidiary Swingline Borrower, including all outstanding L/C Borrowings of such Subsidiary Swingline Borrower.

“ Subsidiary Swingline Borrower ” has the meaning specified in the introductory paragraph.

“ Subsidiary Swingline Borrower Request and Assumption Agreement ” has the meaning specified in Section 2.14(b) .

“ Subsidiary Swingline Borrower Sublimit ” means an aggregate amount for all Subsidiary Swingline Borrowers equal to the amount notified by Mettler-Toledo International in accordance with this Agreement to the Administrative Agent from time to time, which amount shall not exceed the lesser of (a) $100 million and (b) the Aggregate Commitments; provided , that no more than $15 million of such amount shall be available in the United States to Subsidiary Swingline Borrowers organized under the laws of the United States (or a political subdivision thereof) and the remaining amount shall be available outside the United States. The Subsidiary Swingline Borrower Sublimit is part of, and not in addition to, the Aggregate Commitments, and the amount of the Letters of Credit an L/C Issuer issues to a Subsidiary Swingline Borrower to whom it makes Swingline Loans is part of, and not in addition to, the Subsidiary Swingline Borrower Sublimit. Subject to the other provisions in this Agreement, (i) the amount set forth opposite the Subsidiary Swingline Borrower’s name or the Subsidiary Swingline Borrowers’ names in the table below, as adjusted pursuant to the provisions of this definition and Section 2.06 , is the aggregate principal amount available to the Subsidiary Swingline Borrowers referenced below for the applicable Subsidiary Currency (the “ Subsidiary Currency Sublimit ”), and (ii) each Subsidiary Swingline Borrower shall only be permitted to receive Swingline Loans in the jurisdiction set forth opposite its name in the table below (as adjusted pursuant to this definition and Section 2.06 ); additional Subsidiary Swingline Borrowers, Subsidiary Currencies, Subsidiary Currency Sublimits and permitted jurisdictions for Swingline Loans can be added in a Subsidiary Swingline Borrower Request and Assumption Agreement which shall be consented to by the Administrative Agent and the affected Lenders in a Notice of Designation of Additional Subsidiary Swingline Borrower, Applicable Subsidiary Currency and Subsidiary Currency Sublimit; provided , that, after giving effect to any such addition of Subsidiary Swingline Borrowers, Subsidiary Currencies, Subsidiary Currency Sublimit and permitted jurisdiction for Swingline Loans, (a) the aggregate Subsidiary Swingline Borrower Sublimit for all Subsidiary Swingline Borrowers is not increased by any such adjustment to an amount greater than $100 million and (b) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the then Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments.

Mettler-Toledo International may adjust the aggregate amount of the Subsidiary Swingline Borrower Sublimit for all Subsidiary Swingline Borrowers and the Subsidiary Currency Sublimit for any Subsidiary Swingline Borrower upward or downward at any time; provided that (a) the aggregate Subsidiary Swingline Borrower Sublimit for all Subsidiary Swingline Borrowers is not increased by any such adjustment to an amount greater than $100 million ( provided , that no more than $15 million of such amount shall be available in the United States to Subsidiary Swingline Borrowers organized under the laws of the United States (or a political subdivision thereof) and the remaining amount shall be available outside the United States), (b) after giving effect to any such adjustment, the Outstanding Amount of the applicable Subsidiary L/C Obligations and Swingline Loans subject to the adjusted Subsidiary Currency Sublimit shall not exceed the amount of the adjusted Subsidiary Currency Sublimit for such Subsidiary Swingline Borrower, (c) after giving effect to the adjustment to the Subsidiary Swingline Borrower Sublimit, the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount reflecting the adjustment to the Subsidiary Swingline Borrower Sublimit shall not exceed the Aggregate Commitments and (d) such adjustment does not change the permitted jurisdictions in which Swingline Loans may be made unless approved in writing by the applicable Swingline Lender and the Administrative Agent; and provided , further that (a) in the event the adjustment is to the Subsidiary Currency Sublimit for any Subsidiary Swingline Borrower, the consent of the Swingline Lender or Swingline Lenders lending in the affected currencies to the affected Subsidiary Swingline Borrowers, which consent shall be substantially in the form of Exhibit I (each a “ Subsidiary Swingline Borrower Sublimit Adjustment Consent ”), shall be required, and (b) in the event a Subsidiary Swingline Borrower Sublimit Adjustment Consent is presented pursuant to the last sentence of Section 2.03(c)(v) or Section 2.04(e)(v) , the consent of the Administrative Agent shall be required on such Subsidiary Swingline Borrower Sublimit Adjustment Consent for any adjustment of the aggregate amount of the Subsidiary Swingline Borrower Sublimit for all Subsidiary Swingline Borrowers and the Subsidiary Currency Sublimit for any Subsidiary Swingline Borrower. Promptly after any adjustment of any Subsidiary Swingline Borrower Sublimit or any Subsidiary Currency Sublimit pursuant to clause (a) of the second proviso in the immediately preceding sentence, or in any other case where the Administrative Agent’s consent is not required hereunder, Mettler-Toledo International shall provide written notice to the Administrative Agent of such adjustment and represent and warrant that the adjustment complies with the requirements of the definition of “Subsidiary Swingline Borrower Sublimit” and the provisions of this Agreement.

“ Subsidiary Swingline Borrower Sublimit Adjustment Consent ” has the meaning specified in the definition of “Subsidiary Swingline Borrower Sublimit”.

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond

or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“ Swingline Borrowing ” means a borrowing of a Swingline Loan pursuant to Section 2.04 .

“ Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Pro Rata Share of the total Swingline Exposure.

“ Swingline Lender ” means:

and any Lender willing to act as Swingline Lender, acceptable to the Administrative Agent and Mettler-Toledo International which, if applicable, subsequently becomes a Swingline Lender in a manner consistent with Section 7.10 . Any Swingline Lender may resign or not otherwise be obligated to serve as Swingline

Lender upon 90 days’ notice to the applicable Subsidiary Swingline Borrower and Mettler-Toledo International.

“ Swingline Loans ” has the meaning specified in Section 2.04(a) .

“ Swingline Loan Calculation Date ” has the meaning specified in Section 2.05(c) .

“ Swingline Loan Calculation Date Notice ” means a notice substantially in the form of Exhibit J hereto.

“ Swingline Note ” means a promissory note made by a Subsidiary Swingline Borrower in favor of a Swingline Lender evidencing Swingline Loans made by such Swingline Lender to such Subsidiary Swingline Borrower in a specified Subsidiary Currency substantially in the form of Exhibit C hereto.

“ Swiss Borrower ” means any Borrower incorporated in Switzerland and/or having a registered office in Switzerland (including a Swiss branch through which such Borrower is acting in relation to this Agreement) and/or qualifying as a Swiss resident pursuant to Art. 9 of the Swiss Federal Withholding Tax Act. For the avoidance of doubt, it is understood and agreed that Mettler-Toledo International is a Swiss Borrower hereunder.

“ Swiss Federal Debt Enforcement and Bankruptcy Act ” means the Swiss Federal Debt Enforcement and Bankruptcy Act of 11 April 1889 (Bundesgesetz über Schuldbetreibung und Konkurs vom 11. April 1889).

“ Swiss Federal Withholding Tax ” means a tax under the Swiss Federal Withholding Tax Act.

“ Swiss Federal Withholding Tax Act ” means the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz vom 13. Oktober 1965 über die Verrechnungssteuer).

“ Swiss Franc ” means the lawful currency of Switzerland.

“ Swiss Guidelines ” means the following guidelines issued by the Swiss Federal Tax Administration:

(a) guideline S-02.123 in relation to interbank loans of September 1986 (Merkblatt Verrechnungssteuer auf Zinsen von Bankguthaben, deren Gläubiger Banken sind (Interbankguthaben) vom September 1986);

(b) guideline S-02.130.1 in relation to money market instruments and book claims of April 1999 (Merkblatt vom April 1999 betreffend Geldmarktpapiere und Buchforderungen inländischer Schuldner);

(c) guideline S-02.122.1 in relation to bonds of April 1999 (Merkblatt Obligationen vom April 1999);

(d) guideline S-02.128 in relation to syndicated credit facilities of January 2000 (Merkblatt Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen vom Januar 2000);

(e) circular letter no. 15 (1-015-DVS-2017) of October 2017 in relation to bonds and derivatives (Kreisschreiben Nr. 15 vom Februar 2007 betreffend Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer sowie der Stempelabgaben); and

(f) circular letter no. 34 (1.034-V-2011) of July 2011 in relation to deposits (Kreisschreiben Nr. 34 vom July 2011 betreffend Kundenguthaben),

each as issued, amended or substituted from time to time by the Swiss Federal Tax Administration or as substituted or superseded by any law, statute, ordinance, court decision, regulation or the like from time to time.

“ Swiss Non-Qualifying Bank ” means a financial institution or other entity which does not qualify as a Swiss Qualifying Bank.

“ Swiss Qualifying Bank ” means a financial institution which (i) qualifies as a bank pursuant to the banking laws in force in its country of incorporation, (ii) carries on a true banking activity in such jurisdiction as its main purpose, and (iii) has personnel, premises, communication devices and decision-making authority of its own, all as per the Swiss Guidelines.

“ Swiss Subsidiary ” means any Subsidiary incorporated in Switzerland and/or having its registered office in Switzerland and/or qualifying as a Swiss resident pursuant to Art. 9 of the Swiss Federal Withholding Tax Act.

“ Swiss Twenty Non-Bank Regulations ” means the Swiss Guidelines of the Swiss Federal Tax Administration (or legislation or explanatory notes addressing the same issues which are in force at such time) pursuant to which the aggregate number of creditors (Gläubiger), which are Swiss Non-Qualifying Banks and to which the Swiss Borrower directly or indirectly owes borrowed money including, inter alia, this Agreement, taken together, shall not exceed twenty at any time in order to not trigger Swiss Federal Withholding Tax.

“ TARGET Day ” means any day on which TARGET 2 is open for the settlement of payments in Euro.

“ TARGET2 ” means the Trans-European Automated Real-time Gross Settlement Express Transfer ( TARGET2 ) payment system (or, if such payment system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent or the applicable Swingline Lender, as the case may be, to be a suitable replacement) for the settlement of payments in Euro.

“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Loan Document.

“ Taxes ” has the meaning specified in Section 3.01(a) .

“ Termination Date ” has the meaning specified in Section 11.04 .

“ Threshold Amount ” means $50 million.

“ Total Outstandings ” means the aggregate Outstanding Amount of (a) all Revolving Loans, (b) all L/C Obligations (excluding Subsidiary L/C Obligations), (c) all Subsidiary L/C Obligations and (d) all Swingline Loans.

“ Treaty Credit Party ” means a Credit Party which: (a) is treated as a resident of a Treaty State for the purposes of a Treaty; (b) does not carry on a business in the United Kingdom through a permanent establishment with which that Credit Party’s participation in the Loan, Letter of Credit or Commitment is

effectively connected; and (c) qualifies for full exemption from UK income tax on payments of interest to or for the account of a Credit Party with respect to an applicable interest in a Loan, Letter of Credit or Commitment, subject to the completion of necessary procedural formalities.

“ Treaty State ” means a jurisdiction having a double taxation agreement (a “ Treaty ”) with the United Kingdom which makes provision for full exemption from UK income tax on interest.

“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or Eurocurrency Rate Loan.

“ UK Loan Party ” means a Loan Party which makes a payment of interest under a Loan, Letter of Credit or Commitment which arises in the United Kingdom for the purposes of UK withholding tax.

“ UK Relevant Entity ” means MT-UK or any Loan Party capable of becoming the subject of an order for winding‑up or administration under the Insolvency Act 1986 of the United Kingdom.

“ Undisclosed Administration ” means in relation to a Lender the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

“ Unfunded Pension Liability ” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Sections 412 and 430 of the Code for the applicable plan year.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i) .

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“ Yen ” and “ ¥ ” mean the lawful currency of Japan.

1.02      Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)      The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)      (i)    The words “ herein ,” “ hereto ,” “ hereof ” and “ hereunder ” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(i)      Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(ii)      The term “ including ” is by way of example and not limitation.

(iii)      The term “ documents ” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c)      In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

(d)      Any reference to “basis points” or “bps” shall be interpreted in accordance with the convention that 100 bps = 1.0%.

(e)      Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(f)      All references to any Person shall also refer to the successors and assigns of such Person permitted hereunder.

1.03      Accounting Terms; GAAP; Pro Forma Calculations . (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b)      If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Mettler-Toledo International or the Required Lenders shall so request, the Administrative Agent, the Lenders and Mettler-Toledo International shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders and Mettler-Toledo International); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) upon the request of the Administrative Agent, Mettler-Toledo International shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)      Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) or other Accounting Standards codification or Financial Accounting Standard having a similar result or effect to value any Indebtedness or other liabilities of Mettler-Toledo International or any of its Subsidiaries at “fair value”, as defined therein, (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) Accounting Standards Codification Section 840 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) so that any lease that was or would have been classified as an operating lease as of the Closing Date pursuant to GAAP will be

classified as an operating lease, regardless of any change in GAAP after the Closing Date that would reclassify such lease as a capital lease.

1.04      Rounding . Any financial ratios required to be maintained by Mettler-Toledo International pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05      References to Agreements and Laws . Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

1.06      Exchange Rates; Currency Equivalents . (a) The Administrative Agent, the L/C Issuers or the Swingline Lender, as the case may be, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies or Subsidiary Currencies (other than Dollars). Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Mettler-Toledo International hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent, the applicable L/C Issuer or the applicable Swingline Lender, as the case may be. Each determination of the Dollar Equivalent by the Administrative Agent, the applicable L/C Issuer or the applicable Swingline Lender, as the case may be, shall be conclusive and binding on the Applicable Borrower in absence of manifest error.

(b)      Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or a Swingline Loan, the issuance, amendment or extension of a Letter of Credit or in any covenant or Event of Default, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan, Letter of Credit or other amount, as applicable, is denominated in an Alternative Currency or a Subsidiary Currency (other than Dollars), such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency or Subsidiary Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent, the applicable L/C Issuer or the applicable Swingline Lender, as the case may be.

1.07      Additional Alternative Currencies . (a) Mettler-Toledo International may from time to time request that Eurocurrency Rate Loans be made to the Revolving Borrowers and/or Letters of Credit be issued for the accounts of the Revolving Borrowers in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars and that the making of Loans in such currency by the Global Lenders would not be prohibited by applicable law. In the case of any such request with respect to the making of Eurocurrency Rate Loans to the Revolving Borrowers, such request shall be subject to the approval of the Administrative Agent and each of the Global Lenders; and in the case of any such request with respect to the issuance of Letters of Credit for the account of the Revolving

Borrowers, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer issuing Letters of Credit for the accounts of the Revolving Borrowers.

(b)      Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty Business Days prior to the date of the desired Credit Extension to the Revolving Borrowers (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit for the accounts of the Revolving Borrowers, the L/C Issuer issuing Letters of Credit for the accounts of the Revolving Borrowers, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Global Lender thereof; and in the case of any such request pertaining to Letters of Credit for the accounts of the Revolving Borrowers, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each Global Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer issuing Letters of Credit for the accounts of the Revolving Borrowers (in the case of a request pertaining to Letters of Credit for the accounts of the Revolving Borrowers) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of such Eurocurrency Rate Loans or the issuance of such Letters of Credit, as the case may be, in such requested currency.

(c)      Any failure by a Global Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Global Lender or such L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit for the accounts of the Revolving Borrowers to be issued in such requested currency. If the Administrative Agent and all the Global Lenders consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify Mettler-Toledo International and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the L/C Issuer issuing Letters of Credit for the accounts of the Revolving Borrowers consent to the issuance of Letters of Credit for the accounts of the Revolving Borrowers in such requested currency, the Administrative Agent shall so notify Mettler-Toledo International and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any such Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.07 , the Administrative Agent shall promptly so notify Mettler-Toledo International.

1.08      Change of Currency . (a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b)      Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c)      Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.09      Times of Day . Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).

1.10      Letter of Credit Amounts . Unless otherwise specified, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.11      Interest Rates . The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any comparable or successor rate thereto, or replacement rate therefor.

ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01      The Loans . Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to each of the Revolving Borrowers (each such loan, a “ Revolving Loan ”) in Dollars or, in the case of the Global Lenders, in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided , however , that after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount shall not exceed such Lender’s Commitment. Notwithstanding the foregoing sentence, subject to the terms and conditions set forth herein, each Lender (other than the Non-Global Lenders) severally agrees to make Revolving Loans (without application of the Assumed Swingline Loan Amount) in an amount equal to its Pro Rata Share of the Revolving Loans made to refinance Swingline Loans in accordance with Section 2.04(e) and to refinance drawings under Letters of Credit for the account of Subsidiary Swingline Borrowers which have not been reimbursed on the Honor Date by such Subsidiary Swingline Borrowers in accordance with Section 2.03(c) , in each case, in an aggregate amount not to exceed such Lender’s Commitment; provided , however , that after giving effect to any such Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Loans of any Lender, plus the aggregate Outstanding Amount of all L/C Obligations of any Lender shall not exceed such Lender’s Commitment, and (iii) the Outstanding Amount of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower, plus the Outstanding Amount of all Swingline Loans of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers

may borrow under this Section 2.01 , prepay under Section 2.05 , and reborrow under this Section 2.01 . Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

2.02      Borrowings, Conversions and Continuations of Loans (other than Swingline Loans) . (a) Each Borrowing of Revolving Loans, each conversion of Revolving Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon Mettler-Toledo International’s irrevocable notice to the Administrative Agent, which may be given by telephone, electronic mail or facsimile; provided , however , that any notice relating to the borrowing, conversion or continuation of Revolving Loans denominated in an Alternative Currency shall be delivered in writing to the Administrative Agent (which writing may be in the form of electronic mail attaching the relevant Loan Notice, so long as such electronic mail notice is promptly followed by a signed confirmation via facsimile or telecopy). Each of the other Revolving Borrowers hereby irrevocably appoints Mettler-Toledo International as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, unless otherwise specified herein, including, without limitation, (i) the giving and receiving of notices (including, without limitation, Loan Notices) and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Revolving Loans made by the Lenders. Any acknowledgement, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all the Revolving Borrowers, or by each Revolving Borrower acting singly, shall be valid and effective if given or taken only by Mettler-Toledo International, whether or not any Revolving Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Administrative Agent by Mettler-Toledo International in accordance with the terms of this Agreement shall be deemed to have been delivered by each Revolving Borrower. Each such notice must be received by the Administrative Agent • not later than 11:00 a.m. two Business Days prior to the requested date of any Borrowing of Revolving Loans or, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) not later than 10:00 a.m. three Business Days (or four Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Revolving Loans or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) not later than 11:00 a.m. on the same Business Day as the requested date of any Borrowing of Base Rate Loans; provided , however , that if Mettler-Toledo International wishes to request Eurocurrency Rate Loans having an Interest Period other than seven days or one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent (i) not later than 11:00 a.m. three Business Days prior to the requested date of such Borrowing of Revolving Loans, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) not later than 10:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Revolving Loans, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than (i) 11:00 a.m. one Business Day before the requested date of such Borrowing of Revolving Loans, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) 10:00 a.m. two Business Days (or three Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Revolving Loans, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify Mettler-Toledo International (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each telephonic notice by Mettler-Toledo International pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice (which may be delivered electronically), appropriately completed and signed by a Responsible Officer of Mettler-Toledo International. Except as provided in Section 2.04(e) , each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5 million or a whole multiple

of $1 million in excess thereof. Except as provided in Section 2.03(c) , each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether Mettler-Toledo International is requesting a Borrowing of Revolving Loans, a conversion of Revolving Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing of Revolving Loans, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Revolving Loans are to be converted or continued, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Revolving Loans to be borrowed, (vii) if applicable, the name of the Revolving Borrower if other than Mettler- Toledo International and (viii) whether the Revolving Borrower is organized under the laws of the United States (or a political subdivision thereof) or under the laws of a jurisdiction other than the United States. If Mettler-Toledo International fails to specify a currency or the jurisdiction of organization of the applicable Revolving Borrower in a Loan Notice requesting a Borrowing of Revolving Loans, then the Revolving Loans so requested shall be made in Dollars to Mettler-Toledo International. Except as provided in Sections 2.03(c) and 2.04(e) , if Mettler-Toledo International fails to specify a Type of Loan in a Loan Notice or if Mettler-Toledo International fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Base Rate Loans; provided , however , that in the case of a failure to timely request a continuation of Revolving Loans denominated in an Alternative Currency, such Revolving Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If Mettler-Toledo International requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be repaid in the original currency of such Revolving Loan and reborrowed in the other currency. No refinancing of a Swingline Loan pursuant to Section 2.04(e) or refinancing of a drawing under a Letter of Credit for the account of a Subsidiary Swingline Borrower which has not been reimbursed on the Honor Date by such Subsidiary Swingline Borrower pursuant to Section 2.03(c) may be converted into a Revolving Loan, but instead must be repaid through the Borrowing of a Revolving Loan in accordance with the provisions set forth in Sections 2.01 , 2.02 , 2.03(c) and 2.04(e) .

(b)      Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share of the applicable Revolving Loans, and if no timely notice of a conversion or continuation is provided by Mettler-Toledo International, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection (a). In the case of a Borrowing of Revolving Loans, each Lender shall make the amount of its Revolving Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Revolving Loan denominated in Dollars, and not later than 1:00 p.m. London time in the case of any Revolving Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing of a Revolving Loan is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so received available to Mettler-Toledo International or the other applicable Revolving Borrower in like funds as received by the Administrative Agent either by (i) crediting an account of such Borrower on the books of JPMCB with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by Mettler-Toledo International; provided , however , that if, on the date the Loan Notice with respect to such Borrowing of Revolving Loans

denominated in Dollars is given by Mettler-Toledo International, there are L/C Borrowings outstanding, then the proceeds of such Borrowing of Revolving Loans, first , shall be applied to the payment in full of any such L/C Borrowings, and, second , shall be made available to the Applicable Borrower as provided above.

(c)      Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

(d)      The Administrative Agent shall promptly notify Mettler-Toledo International and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify Mettler-Toledo International and the Lenders of any change in JPMCB’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)      After giving effect to all Borrowings of Revolving Loans, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Revolving Loans. No more than five different Alternative Currencies shall be utilized for all outstanding Revolving Loans.

(f)      The obligations of the Lenders under the Agreement are several. The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing.

(g)      Notwithstanding anything in this Section 2.02 to the contrary, it is agreed and acknowledged that no Non-Global Lender shall have any Commitment or be required to participate in any Revolving Loan made in an Alternative Currency or made to any Borrower organized outside of the United States.

2.03      Letters of Credit .

(a)      The Letter of Credit Commitment .

(i)      Subject to the terms and conditions set forth herein, (A) the applicable L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03 , (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit to any Revolving Borrower for the support of its or, in the case of Mettler-Toledo International, its Subsidiaries’, obligations, denominated in Dollars or in one or more Alternative Currencies for the account of such Revolving Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under such Letters of Credit; and (B) the Lenders (other than the Non-Global Lenders) severally agree to participate in Letters of Credit issued for the account of the Revolving Borrowers and any drawings thereunder; provided that the Revolving Borrowers shall not request, and the L/

C Issuer shall not be obligated to make, any L/C Credit Extension with respect to any Letter of Credit issued for the account of any Revolving Borrower, and no Lender shall be obligated to participate in any Letter of Credit issued for the account of any Revolving Borrower, if as of the date of such L/C Credit Extension, (v) the aggregate Outstanding Amount of all Revolving Loans, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount would exceed the Aggregate Commitments; (w) the aggregate Outstanding Amount of all Revolving Loans other than the portion of Revolving Loans made by the Non-Global Lenders, plus the aggregate Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus the Assumed Swingline Loan Amount would exceed the excess of the Aggregate Commitments over the portion of the Aggregate Commitments held by the Non-Global Lenders; (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations (excluding Subsidiary L/C Obligations), plus such Lender’s Pro Rata Share of the Assumed Swingline Loan Amount would exceed such Lender’s Commitment; (y) the aggregate L/C Obligations in respect of outstanding Letters of Credit issued by an L/C Issuer at such time would exceed its Letter of Credit Commitment; or (z) the aggregate Outstanding Amount of all the L/C Obligations for the account of the Revolving Borrowers would exceed the Letter of Credit Sublimit. Mettler-Toledo International may, at any time and from time to time, reduce the Letter of Credit Commitment of any L/C Issuer with the consent of such L/C Issuer; provided that Mettler-Toledo International shall not reduce the Letter of Credit Commitment of any L/C Issuer if, after giving effect of such reduction, the conditions described in any of clauses (v) through (z) above would result therefrom. Subject to the last sentence of Section 2.03(c)(v) and the terms and conditions set forth herein the applicable L/C Issuers severally agree, in reliance upon the agreements of the other Lenders set forth in this Section 2.03 , (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date to issue Letters of Credit for the account of the Subsidiary Swingline Borrower to whom it makes Swingline Loans denominated in the Subsidiary Currency applicable to such Subsidiary Swingline Borrower, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under such Letters of Credit; provided that the Subsidiary Swingline Borrowers shall not request, and the L/C Issuer shall not be obligated to make, any L/C Credit Extension with respect to any Letter of Credit issued for the account of any Subsidiary Swingline Borrower, if as of the date of such L/C Credit Extension (without application of the Assumed Swingline Loan Amount), the Outstanding Amount (calculated in the applicable Subsidiary Currency) of all Subsidiary L/C Obligations of the applicable Subsidiary Swingline Borrower, plus the Outstanding Amount (calculated in the applicable Subsidiary Currency) of all Swingline Loans of such Subsidiary Swingline Borrower would exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit; and provided , further , that each Swingline Lender need only make Letters of Credit available in the Subsidiary Currency applicable to such Subsidiary Swingline Borrower as such Swingline Lender, Subsidiary Swingline Borrower and the Administrative Agent shall agree in accordance with this Agreement. In addition, the Lenders severally agree to participate in Letters of Credit issued for the account of the Subsidiary Swingline Borrowers and any drawings thereunder in accordance with the provisions set forth in Sections 2.01 , 2.02 and 2.03(c) . Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)      Subject to Section 2.03(g) , the L/C Issuer shall not issue any Letter of Credit, if:

(A)      subject to Section 2.03(b)(iii) , the expiry date of such requested Letter of Credit would occur more than twenty-four months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date;

(B)      subject to Section 2.03(g) , the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date;

(C)      such Letter of Credit for the account of a Revolving Borrower is to be denominated in a currency other than Dollars or an Alternative Currency, unless all the Lenders have consented thereto; or

(D)      such Letter of Credit for the account of a Subsidiary Swingline Borrower is to be denominated in a currency other than the applicable Subsidiary Currency for such Subsidiary Swingline Borrower.

(iii)      The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A)      any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B)      the issuance of such Letter of Credit would violate any Laws or one or more policies of the L/C Issuer;

(C)      except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than the Dollar Equivalent of $100,000;

(D)      the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;

(E)      such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;

(F)      a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender;

(G)      such Letter of Credit or the Borrower on whose behalf it is issued is not in compliance with Section 5.19 ; or

(H)      the proceeds of such Letter of Credit would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country, in each case, in violation of applicable Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. The agreement in this clause (H) shall not apply to any Loan Party that qualifies as a resident party domiciled in the Federal Republic of Germany ( Inländer ) within the meaning of Sect. 2 paragraph 15 German Foreign Trade Act ( Außenwirtschaftsgesetz ) in so far as it would result in a violation of, or conflict with, Sect. 7 German Foreign Trade Regulation ( Außenwirtschaftsverordnung ) in conjunction with Sect. 4 paragraph 1 no. 3 of the German Foreign Trade Act ( Außenwirtschaftsgesetz ), any provision of Council Regulation (EC) 2271/96 or any other anti-boycott statute applicable to such Loan Party.

(iv)      The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v)      The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b)      Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit .

(i)      Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Applicable Borrower delivered to the L/C Issuer in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Applicable Borrower or Mettler-Toledo International. Such Letter of Credit Application must be received by the L/C Issuer (A) not later than 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in Dollars, and (B) not later than 11:00 a.m., or the applicable local time specified by the L/C Issuer, in the case of Letters of Credit to be issued or amended for the account of Subsidiary Swingline Borrowers, at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency or a Subsidiary Currency, as applicable; or in each case such later date and time as the L/C Issuer may agree in a particular instance in their sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer the following: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer the following: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Applicable Borrower shall furnish to the L/C Issuer such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer may require.

(ii)      Promptly after receipt of any Letter of Credit Application, the L/C Issuer will provide the Administrative Agent with a copy of such Letter of Credit Application. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii)      If the Applicable Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “ Auto-Renewal Letter of Credit ”); provided that any such Auto-Renewal Letter of Credit must permit the L/C Issuer to prevent any such renewal at least once in each twenty-four month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Renewal Notice Date ”) in each such twenty-four month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Applicable Borrower shall not be required to make a specific request to the L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided , however , that the L/C Issuer shall not permit any such renewal if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as renewed) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Renewal Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such renewal or (2) from the Administrative Agent, any Lender or any Loan Party that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such renewal.

(iv)      If any Letter of Credit contains provisions providing for automatic reinstatement of the stated amount after any drawing thereunder, (A) unless otherwise directed by the L/C Issuer, the Applicable Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement, and (B) the Administrative Agent and the Lenders hereby authorize and direct the L/C Issuer to permit such automatic reinstatement.

(v)      Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)      Drawings and Reimbursements; Funding of Participations .

(i)      Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Applicable Borrower and the

Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency or a Subsidiary Currency, as the case may be, the Applicable Borrower shall reimburse the L/C Issuer in such Alternative Currency or Subsidiary Currency, as the case may be, unless with respect to a Letter of Credit denominated in an Alternative Currency (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Applicable Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Applicable Borrower will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency or the applicable local time specified by the L/C Issuer on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in a Subsidiary Currency, as the case may be (each such date, an “ Honor Date ”), the Applicable Borrower shall reimburse the L/C Issuer (i) in the case of Revolving Borrowers, through the Administrative Agent, and (ii) in the case of Subsidiary Swingline Borrowers, to the applicable L/C Issuer directly, in an amount equal to the amount of such drawing and in the applicable currency. If the Applicable Borrower fails to so reimburse the L/C Issuer by such time on the Honor Date, the L/C Issuer shall so notify the Administrative Agent (the Administrative Agent will provide a copy of the notice to the Applicable Borrower and Mettler-Toledo International), and specify in such notice the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency or Subsidiary Currency (other than Dollars), as the case may be) (the “ Unreimbursed Amount ”). Immediately upon receipt of such notice from the L/C Issuer, the Administrative Agent shall promptly notify each Lender (excluding the Non-Global Lenders) of the Honor Date, the amount of the Unreimbursed Amount, and the amount of such Lender’s Pro Rata Share thereof. In such event, Mettler-Toledo International shall be deemed to have requested a Borrowing of Revolving Loans in the form of Base Rate Loans under Section 2.01 to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)      Each Lender (excluding the Non-Global Lenders, but including the Lender acting as L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii) , each Lender that so makes funds available shall be deemed to have made a Revolving Loan in the form of a Base Rate Loan to Mettler-Toledo International in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars, or if requested by the L/C Issuer, the equivalent amount thereof in an Alternative Currency or Subsidiary Currency as determined by the applicable L/C Issuer at such time on the basis of the Spot Rate (determined as of such funding date) for the purchase of such Alternative Currency or Subsidiary Currency with Dollars.

(iii)      With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving Loans in the form of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, Mettler-Toledo International shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03 .

(iv)      Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the L/C Issuer.

(v)      Each Lender’s obligation to make Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c) , shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, any Borrower, the Administrative Agent, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Sections 2.01 and 2.02 , this Section 2.03 and the conditions set forth in Section 4.02 (other than delivery by Mettler-Toledo International of a Loan Notice). For the avoidance of doubt, it is agreed and acknowledged that no Non-Global Lender shall have any obligation to make Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Applicable Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. To the extent Lenders make the Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under a Letter of Credit issued for the account of the Subsidiary Swingline Borrower pursuant to Section 2.03(c) , the amount of such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit so funded as a Loan or L/C Advance shall not be available for Borrowings of Swingline Loans until a Subsidiary Swingline Borrower Sublimit Adjustment Consent is presented and consented to by the appropriate parties.

(vi)      If any Lender (other than the Non-Global Lenders) fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii) , the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d)      Repayment of Participations .

(i)      At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance

with Section 2.03(c) , if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Mettler-Toledo International, the Applicable Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in Dollars and in the same funds as those received by the Administrative Agent.

(ii)      If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

(e)      Obligations Absolute . The obligation of the Applicable Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)      any lack of validity or enforceability of such Letter of Credit, this Agreement, any agreement or instrument relating thereto;

(ii)      the existence of any claim, counterclaim, set-off, defense or other right that any Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)      any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)      any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)      any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency or relevant Subsidiary Currency to any Borrower or in the relevant currency markets generally; or

(vi)      any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower.

Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will immediately notify the L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)      Role of L/C Issuer . Each Lender and the Applicable Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a final and nonappealable judgment of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. Each Applicable Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude such Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e) ; provided , however , that anything in such clauses to the contrary notwithstanding, the Applicable Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to such Applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Applicable Borrower which such Applicable Borrower proves by a final and nonappealable judgment of a court of competent jurisdiction were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)      Cash Collateral . Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Applicable Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). The Administrative Agent or the L/C Issuer may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. Sections 2.05 and 8.02(c) set forth certain additional

requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03 , Section 2.05 and Section 8.02(c) , “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in currencies acceptable to the Administrative Agent pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Applicable Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at JPMCB. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of L/C Obligations, the Applicable Borrower will forthwith, upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in deposit accounts at JPMCB as aforesaid, an amount equal to the excess of (i) such aggregate Outstanding Amount over (ii) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the L/C Issuer. Notwithstanding the foregoing or anything to the contrary set forth herein, a Letter of Credit may extend beyond the Maturity Date if Cash Collateralized at least 10 days prior to the Maturity Date on terms and conditions acceptable to the Administrative Agent and the L/C Issuer and the amount of such cash collateral equals at least 105% of the face amount of the applicable Letter of Credit.

(h)      Applicability of ISP . Unless otherwise expressly agreed by the L/C Issuer and the Applicable Borrower when a standby Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit.

(i)      Letter of Credit Fees . Mettler-Toledo International and the Applicable Borrower shall be jointly and severally liable for, and Mettler-Toledo International shall pay (i) with respect to Letters of Credit issued for any Revolving Borrower, to the Administrative Agent for the account of each Lender (other than the Non-Global Lenders) in accordance with its Pro Rata Share, in Dollars, and (ii) with respect to Letters of Credit issued for any Subsidiary Swingline Borrower for the account of the L/C Issuer in the applicable Subsidiary Currency, a Letter of Credit fee (the “ Letter of Credit Fee ”) for each standby Letter of Credit equal to (A) with respect to Letters of Credit issued for the account of any Revolving Borrower, the Applicable Rate times the Dollar Equivalent of the actual daily face amount of such Letter of Credit or (B) with respect to Letters of Credit issued for the account of any Subsidiary Swingline Borrower, the margin applicable for Letters of Credit for the account of such Subsidiary Swingline Borrower as established by the L/C Issuer times the actual daily face amount of such Letter of Credit. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the fifth day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand as calculated by (x) the Administrative Agent with respect to Letters of Credit issued for the account of the Revolving Borrowers, or (y) the applicable L/C Lender with respect to any Letter of Credit issued solely for the account of a Subsidiary Swingline Borrower. If there is any change in the Applicable Rate for Letters of Credit issued for the account of any Revolving Borrower or the applicable margin for Letters of Credit issued for the account of any Subsidiary Swingline Borrower during any quarter, the actual daily face amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate for Letters of Credit issued for the account of any Revolving Borrower or the applicable margin for Letters of Credit issued for the account of any Subsidiary Swingline Borrower separately for each period during such quarter that such Applicable

Rate for Letters of Credit issued for the account of any Revolving Borrower or the applicable margin for Letters of Credit issued for the account of any Subsidiary Swingline Borrower was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(j)      Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer . Mettler-Toledo International and the Applicable Borrower shall be jointly and severally liable for, and Mettler-Toledo International shall pay directly to the L/C Issuer for its own account, in Dollars, such Alternative Currency or such Subsidiary Currency, as the case may be, as shall be separately agreed, a fronting fee with respect to each Letter of Credit at a rate per annum equal to (A) with respect to Letters of Credit issued for any Revolving Borrower, 0.125% times the Dollar Equivalent of the actual undrawn daily face amount of such Letter of Credit or (B) with respect to Letters of Credit issued for the account of any Subsidiary Swingline Borrower, 0.125% times the actual undrawn daily face amount of such Letter of Credit. Such fronting fee shall be computed on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December, in respect of the most recently-ended quarter period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, each Applicable Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect, in Dollars, such Alternative Currency or such Subsidiary Currency, as the case may be, as shall be separately agreed. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k)      Conflict with Issuer Documents . In the event of any conflict between the terms hereof and the terms of any Issuer Documents, the terms hereof shall control.

(l)      L/C Issuer Agreements . Unless otherwise requested by the Administrative Agent, each L/C Issuer shall report in writing to the Administrative Agent (i) promptly following the end of each calendar month, the aggregate amount of Letters of Credit issued by it and outstanding at the end of such month, (ii) on or prior to each Business Day on which such L/C Issuer expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letter of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood that such L/C Issuer shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such L/C Issuer makes any payment under any Letter of Credit, the date of such payment under such Letter of Credit and the amount of such payment, (iv) on any Business Day on which the Borrower fails to reimburse any payment under any Letter of Credit required to be reimbursed to such L/C Issuer on such day, the date of such failure and the amount of such payment and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request.

(m)      Letters of Credit Issued for Account of Subsidiaries . Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Subsidiary of Mettler-Toledo International, or states that a Subsidiary of Mettler-Toledo International is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the applicable L/C Issuer (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, Mettler-Toledo International (i) shall reimburse,

indemnify and compensate the applicable L/C Issuer hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of Mettler-Toledo International and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. Mettler-Toledo International hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of Mettler-Toledo International, and that Mettler-Toledo International’s business derives substantial benefits from the businesses of such Subsidiaries.

2.04      Swingline Loans .

(a)      The Swingline . Subject to the last sentence of Section 2.04(e)(v) and the other terms and conditions set forth herein, each Swingline Lender severally agrees to make revolving loans (without application of the Assumed Swingline Loan Amount) to Subsidiary Swingline Borrowers (each such loan, a “ Swingline Loan ”) from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the applicable Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit; provided , however , that after giving effect to any Swingline Loan, the Outstanding Amount (calculated in the applicable Subsidiary Currency) of the applicable Swingline Loans of a Subsidiary Swingline Borrower, plus the Outstanding Amount (calculated in the applicable Subsidiary Currency) of all Subsidiary L/C Obligations of such Subsidiary Swingline Borrower shall not exceed such Subsidiary Swingline Borrower’s Subsidiary Currency Sublimit. All Existing Swingline Loans under the Existing Credit Agreement were deemed to be extended hereunder as of the Closing Date.

(b)      Currencies and Jurisdictions for Swingline Loans . Notwithstanding any other provision of this Agreement, each Subsidiary Swingline Borrower shall only borrow Swingline Loans in, and no Swingline Lender shall make any Swingline Loan to such Subsidiary Swingline Borrower, other than in the Subsidiary Currency and jurisdiction denoted for such Subsidiary Swingline Borrower in the definition of “Subsidiary Swingline Borrower Sublimit,” or as designated for such Subsidiary Swingline Borrower in the Subsidiary Swingline Borrower Request and Assumption Agreement.

(c)      Borrowing Procedures for Swingline Loans . Unless otherwise agreed between the applicable Swingline Lender and Mettler-Toledo International, each Swingline Borrowing shall be made upon the Subsidiary Swingline Borrower’s irrevocable notice to the applicable Swingline Lender, which may be given by telephone or electronic mail. To the extent any such notice is delivered, such notice must be received by the applicable Swingline Lender not later than 11:00 a.m. (local time) one Business Day prior to the date of Borrowing unless otherwise agreed between the applicable Swingline Lender and Mettler-Toledo International, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 or a whole multiple of $100,000 in excess thereof or the Dollar Equivalent thereof if denominated in another Subsidiary Currency unless otherwise agreed between the applicable Swingline Lender and Mettler-Toledo International, (ii) the requested date of Borrowing, which shall be a Business Day and (iii) the requested interest rate, margin and interest period (if any). Each such telephonic notice must be confirmed on the same Business Day by delivery to the Swingline Lender of a written swingline loan notice in form and substance acceptable to such Swingline Lender, appropriately completed and signed by a Responsible Officer of the applicable Subsidiary Swingline Borrower. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a) or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender shall make the amount of its Swingline