0001037646-15-000013 Sample Contracts

AMENDMENT NO. 2 dated as of April 24, 2015 to CREDIT AGREEMENT Dated as of December 20, 2011
Credit Agreement • April 30th, 2015 • Mettler Toledo International Inc/ • Laboratory analytical instruments • New York

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

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FIRST AMENDMENT Dated as of April 29, 2015 to NOTE PURCHASE AGREEMENT Dated as of June 25, 2009
Note Purchase Agreement • April 30th, 2015 • Mettler Toledo International Inc/ • Laboratory analytical instruments • New York

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

FIRST AMENDMENT Dated as of April 29, 2015 to NOTE PURCHASE AGREEMENT Dated as of March 31, 2015 Re: €125,000,000 1.47% Senior Notes due June 17, 2030
Note Purchase Agreement • April 30th, 2015 • Mettler Toledo International Inc/ • Laboratory analytical instruments • New York

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

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 30th, 2015 • Mettler Toledo International Inc/ • Laboratory analytical instruments • New York

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

FIRST AMENDMENT Dated as of April 29, 2015 to NOTE PURCHASE AGREEMENT Dated as of October 10, 2012 Re: $50,000,000 3.67% Series 2012-A Senior Notes due December 17, 2022 $50,000,000 4.10% Series 2013-A Senior Notes due September 19, 2023
Note Purchase Agreement • April 30th, 2015 • Mettler Toledo International Inc/ • Laboratory analytical instruments • New York

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

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