tp8kex10_1.htm


     

     

    Exhibit 10.1

     

    
      EXECUTION
COPY

       

      
        	 
      
	 
      
	 
      


      

      


       

      CREDIT
AGREEMENT

       

      ($950,000,000)

       

      Dated as
of August 15, 2008

       

      among

       

      METTLER-TOLEDO
INTERNATIONAL INC.,

       

      as
Guarantor and Revolving Borrower,

       

      METTLER-TOLEDO
HOLDING AG,

       

      METTLER-TOLEDO
MANAGEMENT HOLDING DEUTSCHLAND GMBH,

       

      METTLER-TOLEDO
B.V.,

       

      and

       

      MT
INVESTMENT C.V.,

       

      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. and THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD.,

       

      as
Co-Syndication Agents,

       

      ING BANK N.V., DUBLIN BRANCH
and SOCIÉTÉ
GENERALE,

       

      as
Documentation Agents,

       

      and

       

      The
Lenders, Other L/C Issuers and Swingline Lenders

       

      Party
Hereto From Time to Time

       

      
        	
                J.P.
      MORGAN SECURITIES INC.

                and

                BANC
      OF AMERICA SECURITIES LLC,

                as

                Joint
      Lead Arrangers and Joint Book
Runners

              


      

      
        	
                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
OF CONTENTS

       

      Page

       

      
        
          	
                  ARTICLE
      I.

                	
                  DEFINITIONS
      AND ACCOUNTING TERMS 

                	
                  1

                
	
                           
      1.01

                	
                  Defined
      Terms 

                	
                  1

                
	
                           
      1.02

                	
                  Other
      Interpretive Provisions 

                	
                  32

                
	
                           
      1.03

                	
                  Accounting
      Terms 

                	
                  33

                
	
                           
      1.04

                	
                  Rounding 

                	
                  33

                
	
                           
      1.05

                	
                  References
      to Agreements and Laws 

                	
                  33

                
	
                           
      1.06

                	
                  Exchange
      Rates; Currency Equivalents 

                	
                  34

                
	
                           
      1.07

                	
                  Additional
      Alternative Currencies 

                	
                  34

                
	
                           
      1.08

                	
                  Change
      of Currency 

                	
                  35

                
	
                           
      1.09

                	
                  Times
      of Day 

                	
                  36

                
	
                           
      1.10

                	
                  Letter
      of Credit Amounts 

                	
                  36

                
	 
      	
                    

                	 
      
	
                  ARTICLE
      II.

                	
                  THE
      COMMITMENTS AND CREDIT EXTENSIONS 

                	
                  36

                
	
                           
      2.01

                	
                  The
      Loans 

                	
                  36

                
	
                           
      2.02

                	
                  Borrowings,
      Conversions and Continuations of Loans (other than Swingline Loans) 

                	
                  37

                
	
                           
      2.03

                	
                  Letters
      of Credit. 

                	
                  40

                
	
                           
      2.04

                	
                  Swingline
      Loans. 

                	
                  50

                
	
                           
      2.05

                	
                  Prepayments 

                	
                  54

                
	
                           
      2.06

                	
                  Termination
      or Reduction of Commitments 

                	
                  56

                
	
                           
      2.07

                	
                  Repayment
      of Loans 

                	
                  56

                
	
                           
      2.08

                	
                  Interest 

                	
                  56

                
	
                           
      2.09

                	
                  Fees 

                	
                  57

                
	
                           
      2.10

                	
                  Computation
      of Interest and Fees 

                	
                  58

                
	
                           
      2.11

                	
                  Evidence
      of Debt 

                	
                  58

                
	
                           
      2.12

                	
                  Payments
      Generally 

                	
                  59

                
	
                           
      2.13

                	
                  Sharing
      of Payments 

                	
                  61

                
	
                           
      2.14

                	
                  Subsidiary
      Swingline Borrowers 

                	
                  62

                
	
                           
      2.15

                	
                  Increase
      in Commitments 

                	
                  63

                
	
                           
      2.16

                	
                  Additional
      Revolving Borrowers 

                	
                  64

                
	 
      	
                    

                	 
      
	
                  ARTICLE
      III.

                	
                  TAXES,
      YIELD PROTECTION AND ILLEGALITY 

                	
                  66

                
	
                           
      3.01

                	
                  Taxes 

                	
                  66

                
	
                           
      3.02

                	
                  Illegality 

                	
                  68

                
	
                           
      3.03

                	
                  Inability
      to Determine Rates 

                	
                  68

                
	
                           
      3.04

                	
                  Increased
      Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate
      Loans 

                	
                  69

                
	
                           
      3.05

                	
                  Compensation
      for Losses 

                	
                  70

                
	
                           
      3.06

                	
                  Matters
      Applicable to all Requests for Compensation 

                	
                  71

                
	
                           
      3.07

                	
                  Survival 

                	
                  71

                
	 
      	
                    

                	 
      
	
                  ARTICLE
      IV.

                	
                  CONDITIONS
      PRECEDENT TO CREDIT EXTENSIONS 

                	
                  71

                
	
                           
      4.01

                	
                  Conditions
      of Initial Credit Extension 

                	
                  71

                
	
                           
      4.02

                	
                  Conditions
      to all Credit Extensions 

                	
                  73

                
	 
      	
                    

                	 
      
	
                  ARTICLE
      V.

                	
                  REPRESENTATIONS
      AND WARRANTIES 

                	
                  74

                
	
                           
      5.01

                	
                  Existence,
      Qualification and Power; Compliance with Laws 

                	
                  74

                
	
                           
      5.02

                	
                  Authorization;
      No Contravention 

                	
                  75

                
	
                           
      5.03

                	
                  Governmental
      Authorization; Other Consents 

                	
                  75

                
	
                           
      5.04

                	
                  Binding
      Effect 

                	
                  75

                
	
                           
      5.05

                	
                  Financial
      Statements; No Material Adverse Effect 

                	
                  75

                
	
                           
      5.06

                	
                  Litigation 

                	
                  76

                
	
                           
      5.07

                	
                  Subsidiaries,
      Capital Structure and Indebtedness and Investments 

                	
                  76

                
	
                           
      5.08

                	
                  Ownership
      of Property; Liens; Intellectual Property and Licenses 

                	
                  77

                
	
                           
      5.09

                	
                  Environmental
      Compliance 

                	
                  77

                
	
                           
      5.10

                	
                  Insurance 

                	
                  77

                
	
                           
      5.11

                	
                  Taxes 

                	
                  77

                
	
                           
      5.12

                	
                  ERISA
      Compliance 

                	
                  78

                
	
                           
      5.13

                	
                  Margin
      Regulations; Investment Company Act 

                	
                  78

                
	
                           
      5.14

                	
                  Disclosure 

                	
                  79

                
	
                           
      5.15

                	
                  Compliance
      with Laws 

                	
                  79

                
	
                           
      5.16

                	
                  Employee
      and Labor Matters 

                	
                  79

                
	
                           
      5.17

                	
                  Solvency 

                	
                  79

                
	
                           
      5.18

                	
                  Representations
      as to Foreign Obligors 

                	
                  80

                
	
                           
      5.19

                	
                  Foreign
      Assets Control Regulations, etc. 

                	
                  81

                
	 
      	
                    

                	 
      
	
                  ARTICLE
      VI.

                	
                  AFFIRMATIVE
      COVENANTS 

                	
                  81

                
	
                           
      6.01

                	
                  Financial
      Statements 

                	
                  81

                
	
                           
      6.02

                	
                  Certificates;
      Other Information 

                	
                  82

                
	
                           
      6.03

                	
                  Notices 

                	
                  84

                
	
                           
      6.04

                	
                  Payment
      of Obligations 

                	
                  84

                
	
                           
      6.05

                	
                  Preservation
      of Existence 

                	
                  84

                
	
                           
      6.06

                	
                  Maintenance
      of Properties, Etc 

                	
                  85

                
	
                           
      6.07

                	
                  Maintenance
      of Insurance 

                	
                  85

                
	
                           
      6.08

                	
                  Compliance
      with Laws 

                	
                  85

                
	
                           
      6.09

                	
                  Books
      and Records 

                	
                  85

                
	
                           
      6.10

                	
                  Inspection
      Rights 

                	
                  85

                
	
                           
      6.11

                	
                  Use
      of Proceeds 

                	
                  86

                
	
                           
      6.12

                	
                  Approvals
      and Authorizations 

                	
                  86

                
	 
      	
                    

                	 
      
	
                  ARTICLE
      VII.

                	
                  NEGATIVE
      COVENANTS 

                	
                  86

                
	
                           
      7.01

                	
                  Liens 

                	
                  86

                
	
                           
      7.02

                	
                  Subsidiary
      Indebtedness 

                	
                  88

                
	
                           
      7.03

                	
                  Change
      in Nature of Business 

                	
                  88

                
	
                           
      7.04

                	
                  Transactions
      with Affiliates 

                	
                  88

                
	
                           
      7.05

                	
                  Burdensome
      Agreements 

                	
                  89

                
	
                           
      7.06

                	
                  Use
      of Proceeds 

                	
                  89

                
	
                           
      7.07

                	
                  Sales
      of Receivables 

                	
                  89

                
	
                           
      7.08

                	
                  ERISA 

                	
                  89

                
	
                           
      7.09

                	
                  Change
      in Accounting Principles 

                	
                  90

                
	
                           
      7.10

                	
                  Limitations
      on Number of Swingline Lenders 

                	
                  90

                
	
                           
      7.11

                	
                  Financial
      Covenants. 

                	
                  90

                
	 
      	
                    

                	 
      
	
                  ARTICLE
      VIII.

                	
                  EVENTS
      OF DEFAULT AND REMEDIES 

                	
                  90

                
	
                           
      8.01

                	
                  Events
      of Default 

                	
                  90

                
	
                           
      8.02

                	
                  Remedies
      Upon Event of Default 

                	
                  92

                
	
                           
      8.03

                	
                  Application
      of Funds 

                	
                  93

                
	 
      	
                    

                	 
      
	
                  ARTICLE
      IX.

                	
                  ADMINISTRATIVE
      AGENT, L/C ISSUERS AND SWINGLINE LENDERS 

                	
                  94

                
	
                           
      9.01

                	
                  Appointment
      and Authorization of Administrative Agent 

                	
                  94

                
	
                           
      9.02

                	
                  Delegation
      of Duties 

                	
                  95

                
	
                           
      9.03

                	
                  Liability
      of Administrative Agent 

                	
                  95

                
	
                           
      9.04

                	
                  Reliance
      by Administrative Agent 

                	
                  95

                
	
                           
      9.05

                	
                  Notice
      of Default 

                	
                  96

                
	
                           
      9.06

                	
                  Credit
      Decision; Disclosure of Information by Administrative Agent 

                	
                  96

                
	
                           
      9.07

                	
                  Indemnification
      of Administrative Agent 

                	
                  97

                
	
                           
      9.08

                	
                  Administrative
      Agent in its Individual Capacity 

                	
                  97

                
	
                           
      9.09

                	
                  Successor
      Administrative Agent 

                	
                  98

                
	
                           
      9.10

                	
                  Administrative
      Agent May File Proofs of Claim 

                	
                  98

                
	
                           
      9.11

                	
                  Other
      Agents; Arrangers and Managers 

                	
                  99

                
	 
      	
                    

                	 
      
	
                  ARTICLE
      X.

                	
                  MISCELLANEOUS 

                	
                  100

                
	
                           
      10.01

                	
                  Amendments,
      Etc 

                	
                  100

                
	
                           
      10.02

                	
                  Notices
      and Other Communications; Facsimile Copies. 

                	
                  101

                
	
                           
      10.03

                	
                  No
      Waiver; Cumulative Remedies 

                	
                  103

                
	
                           
      10.04

                	
                  Attorney
      Costs and Expenses 

                	
                  103

                
	
                           
      10.05

                	
                  Indemnification
      by the Borrowers 

                	
                  103

                
	
                           
      10.06

                	
                  Payments
      Set Aside 

                	
                  105

                
	
                           
      10.07

                	
                  Successors
      and Assigns 

                	
                  105

                
	
                           
      10.08

                	
                  Confidentiality 

                	
                  108

                
	
                           
      10.09

                	
                  Set-off 

                	
                  109

                
	
                           
      10.10

                	
                  Interest
      Rate Limitation 

                	
                  110

                
	
                           
      10.11

                	
                  Counterparts 

                	
                  110

                
	
                           
      10.12

                	
                  Integration 

                	
                  110

                
	
                           
      10.13

                	
                  Survival
      of Representations and Warranties 

                	
                  110

                
	
                           
      10.14

                	
                  Severability 

                	
                  111

                
	
                           
      10.15

                	
                  Tax
      Forms 

                	
                  111

                
	
                           
      10.16

                	
                  Replacement
      of Lenders 

                	
                  113

                
	
                           
      10.17         
    

                	
                  Governing
      Law 

                	
                  113

                
	
                           
      10.18

                	
                  Waiver
      of Right to Trial by Jury 

                	
                  115

                
	
                           
      10.19

                	
                  Judgment
      Currency 

                	
                  115

                
	
                           
      10.20

                	
                  USA
      Patriot Act Notice 

                	
                  115

                
	 
      	
                    

                	 
      
	
                  ARTICLE
      XI.

                	
                  GUARANTY 

                	
                  116

                
	
                           
      11.01

                	
                  Guaranty 

                	
                  116

                
	
                           
      11.02

                	
                  Guaranty
      Absolute 

                	
                  116

                
	
                           
      11.03

                	
                  Waivers
      and Acknowledgments 

                	
                  118

                
	
                           
      11.04

                	
                  Subrogation 

                	
                  118

                


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                SCHEDULES

              
	 
      
	
                1.01

              	
                Mandatory
      Cost Formulae

              
	
                1.01(B)

              	
                Bank
      of America Letters of Credit

              
	
                2.01

              	
                Commitments
      and Pro Rata Shares

              
	
                5.07

              	
                Material
      Subsidiaries, Other Equity Investments and Investments and
      Indebtedness

              
	
                7.01

              	
                Existing
      Liens

              
	
                10.02

              	
                Administrative
      Agent’s Office; Certain Addresses for Notices

              
	 
      
	
                EXHIBITS

              
	 
      
	
                Form
      of

              
	 
      	
                A

              	
                Loan
      Notice

              
	 
      	
                B

              	
                Revolving
      Note

              
	 
      	
                C

              	
                Swingline
      Note

              
	 
      	
                D

              	
                Compliance
      Certificate

              
	 
      	
                E

              	
                Assignment
      and Assumption

              
	 
      	
                F

              	
                Subsidiary
      Swingline Borrower Request and Assumption Agreement

              
	 
      	
                G

              	
                Notice
      of Designation of Subsidiary Swingline Borrower, Applicable
      Subsidiary

              
	 
      	 
      	
                Currency
      and Subsidiary Currency Sublimit

              
	 
      	
                H

              	
                Forms
      of Opinions

              
	 
      	
                I

              	
                Subsidiary
      Swingline Borrower Sublimit Adjustment Consent

              
	 
      	
                J

              	
                Swingline
      Loan Calculation Date Notice

              
	 
      	
                K

              	
                Notice
      of Swingline Loan Amounts

              
	 
      	
                L

              	
                Revolving
      Borrower Request and Assumption Agreement

              
	 
      	
                M

              	
                Notice
      of Designation of Revolving Borrower and Applicable
    Currency

              
	 
      	
                N

              	
                Swiss
      Tax Certificate

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CREDIT
AGREEMENT

       

      This
CREDIT AGREEMENT (“Agreement”) is
entered into as of August 15, 2008, 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 (“MTMHD”),
METTLER-TOLEDO B.V., a private limited liability company incorporated under the
laws of the Netherlands, as a borrower of Revolving Loans (“MTBV”) and MT
INVESTMENT C.V., a limited partnership organized under the laws of the
Netherlands, as a borrower of Revolving Loans (“MTICV”; collectively,
and certain other Subsidiaries of Mettler-Toledo International that may from
time to time become parties hereto pursuant to Section 2.16, the
“Revolving
Borrowers”), and METTLER TOLEDO, INC., a Delaware corporation, MTH,
METTLER-TOLEDO HOLDING (France) SAS, a French simplified share corporation,
MTMHD, METTLER-TOLEDO K.K., a Japanese corporation, METTLER-TOLEDO LIMITED, a
limited liability company incorporated in England and Wales, METTLER-TOLEDO UK
HOLDINGS LIMITED, a limited liability company incorporated in England and Wales,
METTLER-TOLEDO SAFELINE LIMITED, a limited liability company incorporated in
England and Wales, METTLER-TOLEDO SAFELINE X-RAY LIMITED, a limited liability
company incorporated in England and Wales, MTBV, METTLER-TOLEDO NV (“MTNV”), a limited
liability company incorporated under the laws of Belgium, METTLER-TOLEDO INC.
(CANADA), a corporation organized under the laws of Canada, METTLER-TOLEDO AG, a
corporation organized under the laws of Switzerland, 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 L/C Issuer to the Revolving
Borrowers, BANK OF AMERICA, N.A. and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as
Co-Syndication Agents, ING BANK N.V., DUBLIN BRANCH and SOCIETE GENERALE, as
Documentation Agents, each other L/C Issuer and Swingline Lender party hereto
from time to time and J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES
LLC 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.

       

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

       

      “Administrative Agent”
means JPMorgan 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 Parties” has
the meaning specified in Section
10.02(d).

       

      “Agent-Related
Persons” means the Administrative Agent, together with its Affiliates
(including, in the case of JPMorgan in its capacity as the Administrative Agent,
J.P. Morgan Securities Inc. 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 shall be the greater of the amount reflected opposite
such Lender’s name in column A or column C of Schedule
2.01.

       

      “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, 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.

       

      “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.

       

      “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 Rate”
means, from time to time, the following percentages per annum, based upon the
Debt Rating as set forth below:

       

      
        	
                Applicable
      Rate

              
	
                 

                Pricing
      Level

              	
                 

                Debt
      Ratings S&P/Moody’s

              	
                Facility

                Fee

              	
                Eurocurrency
      Rate +

                Letters
      of Credit

              	
                Base

                Rate

              
	
                1

              	
                A-/A3
      or better

              	
                0.100%

              	
                0.450%

              	
                0.000%

              
	
                2

              	
                BBB+/Baa1

              	
                0.150%

              	
                0.550%

              	
                0.000%

              
	
                3

              	
                BBB/Baa2

              	
                0.175%

              	
                0.700%

              	
                0.000%

              
	
                4

              	
                BBB-/Baa3

              	
                0.200%

              	
                0.800%

              	
                0.000%

              
	
                5

              	
                BB+/Baal
      or worse

              	
                0.250%

              	
                1.250%

              	
                0.250%

              
	 
      	 
      	 
      	 
      	 
      


      

       

      “Debt Rating” means,
as of any date of determination, the rating as determined by either S&P or
Moody’s (collectively, the “Debt Ratings”) of
Mettler-Toledo International’s noncredit-enhanced, senior unsecured long-term
debt; provided
that if a Debt Rating is issued by each of the foregoing rating agencies, then
the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing
Level 1 being the highest and the Debt Rating for Pricing Level 5 being the
lowest), unless there is a split in Debt Ratings of more than one level, in
which case the Pricing Level that is one level higher than the Pricing Level of
the lower Debt Rating shall apply.

       

      Initially,
the Applicable Rate shall be determined based upon Pricing Level
3.  Thereafter, each change in the Applicable Rate resulting from a
publicly announced change in the Debt Rating shall be effective during the
period commencing on the date of the public announcement thereof and ending on
the date immediately preceding the effective date of the next such
change.

       

      “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 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, 2007, 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.

       

      “Bank of America Letters of
Credit” means those letters of credit identified on Schedule 1.01(B),
issued prior to the Closing Date by Bank of America, N.A. for the account of
Mettler-Toledo International, which letters of credit, to the extent
outstanding, shall automatically and without further action of the parties
thereto be converted into Letters of Credit issued pursuant to this Agreement,
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.

       

      “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 greater of (a) the Prime Rate in
effect on such day, and (b) the Federal Funds Rate in effect on such day plus 1⁄2
of 1%, with the understanding that any change in the Base Rate due to a change
in the Prime Rate or the Federal Funds Rate shall be effective from and
including the effective date of such change in the Prime Rate or the Federal
Funds Rate.

       

      “Base Rate Loan” means
a Loan that bears interest based on the Base Rate.  All Base Rate
Loans shall be denominated in Dollars.

       

      “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” (a)
with respect to Obligations denominated in Dollars (other than the Swingline
Loans and Subsidiary L/C Obligations denominated in Dollars), means any day
other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, 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 Dollars, any fundings, disbursements, settlements and payments in Dollars in
respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to
be carried out pursuant to this Agreement in respect of any such Eurocurrency
Rate Loan, means any such day on which dealings in deposits in Dollars are
conducted by and between banks in the London interbank eurodollar
market;

       

      (ii)    if such day
relates to any interest rate settings as to a Eurocurrency Rate Loan denominated
in Euro, any fundings, disbursements, settlements and payments in Euro in
respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be
carried out pursuant to this Agreement in respect of any such Eurocurrency Rate
Loan, means a day that is both a TARGET Day and a day on which dealings in
deposits in Euro are conducted by and between banks in the London interbank
market for Euro;

       

      (iii)    if such day
relates to any interest rate settings as to a Eurocurrency Rate Loan denominated
in a currency other than Dollars or Euro, means any such day on which
dealings in deposits in the relevant currency are conducted by and between banks
in the London or other applicable offshore interbank market for such currency;
and

       

      (iv)    if such day
relates to any fundings, disbursements, settlements and payments in a currency
other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in
a currency other than Dollars or Euro, or any other dealings in any currency
other than Dollars or Euro to be carried out pursuant to this Agreement in
respect of any such Eurocurrency Rate Loan (other than any interest rate
settings), means any such day on which banks are open for foreign exchange
business in the principal financial center of the country of such currency;
and

       

      (b)   
with respect to Swingline Loans and Subsidiary L/C Obligations denominated in
Dollars, means any day other than a day on which commercial banks are authorized
to close under the Laws of, or are in fact closed in, the jurisdiction where the
applicable Swingline Lender’s office with respect to Swingline Loans or
Subsidiary L/C Obligations denominated in Dollars is located and:

       

      
        (i)     if such day
relates to interest rate settings as to a Swingline Loan denominated in Euro,
any fundings, disbursements, settlements and payments in Euro in respect of any
Swingline Loan, or any other dealings in Euro to be carried out pursuant to this
Agreement in respect of any such Swingline Loan, means a TARGET
Day;

         

        (ii)    if such day
relates to interest rate settings as to a Swingline Loan denominated in a
currency other than Dollars or Euro, means any such day on which dealings in the
relevant currency are conducted by and between banks in the London or other
applicable interbank market for such currency; and

         

        (iii)    if such day
relates to any fundings, disbursements, settlements and payments in a currency
other than Dollars or Euro, or any other dealings in any currency other than
Dollars or Euro to be carried out pursuant to this Agreement in respect of any
such Swingline Loan (other than interest rate settings), means any such day on
which banks are open for foreign exchange business in the principal financial
center of the country of such currency.

      

       

      “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.

       

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

       

      
        
          
            “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);
or

             

                (d)    with
respect to Mettler-Toledo International, an event or series of events by which
during any period of 24 consecutive months, a majority of the members of the
board of directors or other equivalent governing body of such Person cease to be
composed of individuals (i) who were members of that board or equivalent
governing body on the first day of such period, (ii) whose election or
nomination to that board or equivalent governing body was approved by a majority
of the individuals referred to in clause (i) above or (iii) whose election or
nomination to that board or other equivalent governing body was approved by a
majority of the individuals referred to in clauses (i) and (ii) above
(excluding, in the case of both clause (ii) and clause (iii), any individual
whose initial nomination for, or assumption of office as, a member of that board
or equivalent governing body occurs as a result of an actual or threatened
solicitation of proxies or consents for the election or removal of one or more
directors by any person or group other than a solicitation for the election of
one or more directors by or on behalf of the board of directors).

             

            “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 JPMorgan in its capacity as issuer of 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 (or, in
the case of Non-Global Lenders, column C of Schedule 2.01) or in
the Assignment and Assumption 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 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.

             

            “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, bank guaranties, surety bonds and
similar instruments, (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 (excluding extraordinary gains
but including extraordinary 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.

             

            “Debt Rating” has the
meaning specified in the definition of “Applicable Rate.”

             

            “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
Mandatory Cost or 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
Mandatory Cost or 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 to fund any portion of a Borrowing or
participations in L/C Obligations or participations in Swingline Loans required
to be funded by it hereunder within one Business Day of the date required to be
funded by it hereunder, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, unless the subject of
a good faith dispute, or (c) has been deemed insolvent or become the subject of
a bankruptcy or insolvency proceeding.

             

            “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.

             

            “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.

             

            “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 (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 in reorganization; (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.

             

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

             

            “Eurocurrency Rate”
means for any Interest Period with respect to a Eurocurrency Rate Loan, the rate
per annum determined by the Administrative Agent at approximately 11:00 a.m.,
London time, on the applicable Quotation Day by reference to the British
Bankers’ Association Interest Settlement Rates for deposits in the currency of
such Eurocurrency Rate Loan (as reflected on the applicable Reuters screen
page), for a period equal to such Interest Period; provided that, to the
extent that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition, the “Eurocurrency Rate” shall be the average
(rounded upward, if necessary, to the next 1/100 of 1%) of the respective
interest rates per annum at which deposits in the currency of such Eurocurrency
Rate Loan are offered in Same Day Funds for such Interest Period to major banks
in the London or other offshore interbank market for such currency by JPMorgan
at approximately 11:00 a.m., London time, on the applicable Quotation
Day.

             

            “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).

             

            “Existing Credit
Agreement” means that certain Amended and Restated Credit Agreement,
dated as of November 7, 2005 (the “Existing Credit
Agreement”) and by and among Mettler-Toledo International, the revolving
borrowers and subsidiary swingline borrowers party thereto, the lenders party
thereto and Bank of America, N.A. as administrative agent and letter of credit
issuer.

             

            “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, to the extent outstanding, shall
automatically and without further action of the parties thereto be converted
into Letters of Credit issued pursuant to this Agreement, 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.

             

            “Federal Funds Rate”
means, for any day, the weighted average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day,
the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for such day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by
it.

             

            “Fee Letters” means,
collectively, (i) the fee letter agreement, dated August 12, 2008, among
Mettler-Toledo International, the Administrative Agent and the JPMorgan
Securities Inc., as Joint-Lead Arranger, and (ii) the fee letter agreement,
dated August 14, 2008, among Mettler-Toledo International and Banc of America
Securities LLC, 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.

             

            “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, and, as the context requires,
includes each L/C Issuer and each Swingline Lender.

             

             “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).

             

            “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, bank guaranties, surety bonds and
similar instruments;

             

            (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.

             

            “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, fourteen days, or 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.

             

            “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)
J.P. Morgan Securities Inc. and (ii) Banc of America Securities LLC, each in its
capacity as joint lead arranger and joint book manager.

             

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

             

            “JPMEL” means the
office of J.P. Morgan Europe Limited at Mail Code: London Wall , 125 London
Wall,  London EC2Y 5AJ, United Kingdom, Attention: Manager of Loan
& Agency Services, Fax: + 44 207 777 2360,
ching.loh@jpmorgan.com.

             

            “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, JPMorgan in its capacity as issuer of
Letters of Credit (other than the Bank of America Letters of Credit) hereunder
to Revolving Borrowers, or any successor issuer of Letters of Credit to
Revolving Borrowers hereunder, (b) with respect to the Bank of America Letters
of Credit, Bank of America, N.A., and (c) 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.  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.

             

            “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, in the case of any Loan in any
Alternative Currency, the office or offices of an Affiliate of such Lender)
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 as a Lender may from time to time
notify Mettler-Toledo International and the Administrative Agent.

             

            “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 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) $25 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.

             

            “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 and the Fee Letters.

             

            “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.

             

            “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.

             

             “Mandatory Cost”
means, with respect to any period, the percentage rate per annum determined in
accordance with Schedule
1.01.

             

            “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
August 15, 2013.

             

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

             

            “Moody’s” means
Moody’s Investors Service, Inc.  and any successor
thereto.

             

            “MTBV” has the meaning
specified in the introductory paragraph hereto.

             

            “MTH” has the meaning
specified in the introductory paragraph hereto.

             

            “MTICV” has the
meaning specified in the introductory paragraph hereto.

             

            “MTMHD” 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-Global Lender” means any
financial institution party hereto as a lender that has a Commitment under
column C to Schedule
2.01 but not under column A to Schedule 2.01, and
includes any successor thereto and any Non-Global Lender who becomes a Lender
pursuant to an Assignment and Assumption. 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.

             

             “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.

             

            “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.

             

            “OFAC” has the meaning
specified in the definition of “Restricted Countries”.

             

            “Off-Balance Sheet
Obligation” means (for the avoidance of doubt, 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, could
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 Rate”
means, for any day, (a) with respect to any amount denominated in Dollars (other
than Swingline Loans or Subsidiary L/C Obligations), the Federal Funds Rate, (b)
with respect to any amount denominated in an Alternative Currency, a rate
determined by the Administrative Agent in accordance with the banking industry
rules on interbank compensation, 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.

             

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

             

            “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 or, with respect to any such plan
that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

             

            “Platform” has the
meaning specified in Section
6.02.

             

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

             

            “Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMorgan
Chase Bank as its prime rate in effect at its principal office in New York City;
each change in the Prime Rate shall be effective from and including the date
such change is publicly announced as being effective, and such prime rate need
not be the lowest interest rate charged by JPMorgan in respect of loans or other
extensions of credit.

             

             “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 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 and
shall thereafter be calculated excluding the Non-Global Lenders.

             

            “Quotation Day” means
(a) with respect to any currency (other than Pounds Sterling) for any Interest
Period, two Business Days prior to the first day of such Interest Period and (b)
with respect to Sterling for any Interest Period, the first day of such Interest
Period, in each case unless market practice differs in the relevant interbank
market for any currency, in which case the Quotation Day for such currency shall
be determined by the Administrative Agent in accordance with market practice in
the relevant interbank market (and if quotations would normally be given by
leading banks in the relevant interbank market on more than one day, the
Quotation Day shall 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, treasurer or assistant
treasurer of a Loan Party (b) with respect to MTH, MTMHD, MTBV and MTICV 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 Countries”
means countries that are or become subject to sanctions by the United Nations,
the Office of Foreign Assets Control of the U.S. Department of the Treasury
(“OFAC”), the
European Union, Switzerland and/or any other applicable sanctions
program.

             

             “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.

             

            “Restricted Person”
means a Person either (a) located, domiciled, resident, organized under the laws
of or incorporated in a Restricted Country (b) being the government or owned or
controlled by the government of a Restricted Country or by a Person located,
domiciled, resident, organized under the laws of or incorporated in a Restricted
Country or (c) identified in any Executive Orders on the List of Specially
Designated Nationals and Blocked Persons maintained by the OFAC or comparable
lists, including other lists of terrorists or terrorist organizations, of the
UN, OFAC, the European Union,  Switzerland and/or any other applicable
country list, or (d) subject to any sanctions imposed by the United Nations,
OFAC, the European Union, Switzerland and/or any other applicable
country.

             

             “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.

             

            “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc.  and any successor thereto.

             

            “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.

             

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

             

            “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.

             

            “Spot Rate” for a
currency means the rate determined by the Administrative Agent, the applicable
L/C Issuer or the applicable Swingline Lender, to be the rate quoted by the
Person acting in such capacity as the spot rate for the purchase by such Person
of such currency with another currency through its principal foreign exchange
trading office at approximately 11:00 a.m.  on the date two Business
Days prior to the date as of which the foreign exchange computation is made;
provided that
the Administrative Agent, the applicable L/C Issuer or the applicable Swingline
Lender may obtain such spot rate from another financial institution designated
by the Administrative Agent, the applicable L/C Issuer or the applicable
Swingline Lender if the Person acting in such capacity does not have as of the
date of determination a spot buying rate for any such currency; and provided further that the
applicable L/C Issuer may use such spot rate quoted on the date as of which the
foreign exchange computation is made in the case of any Letter of Credit
denominated in an Alternative Currency or Subsidiary Currency; provided, further that the
applicable Swingline Lender may use such spot rate quoted on the date of
Borrowing in the case of any Swingline Loan denominated in a Subsidiary
Currency.

             

            “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% 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.

             

            
              	
                      Name of Subsidiary Swingline
      Borrower

                    	
                      Subsidiary Currency and

                      Subsidiary Currency
Sublimit

                    	
                      Permitted Jurisdiction in which Swingline Loans
      may be made to such Subsidiary Swingline
Borrower

                    
	
                      Mettler-Toledo,
      Inc.

                    	
                      Dollars
      – 15 million

                    	
                      United
      States

                    
	
                      Mettler-Toledo
      Inc. (Canada)

                    	
                      Canadian
      dollars – 4 million

                    	
                      Canada

                    
	
                      MTH
      and Mettler-Toledo AG

                    	
                      Swiss
      Francs – 35 million

                    	
                      Switzerland

                    
	
                      Mettler-Toledo
      Holding (France) SAS

                    	
                      Euro
      – 3.5 million

                    	
                      France

                    
	
                      MTMHD

                    	
                      Euro
      – 7 million

                    	
                      Germany

                    
	
                      Mettler-Toledo
      K.K.

                    	
                      Yen
      –  200 million

                    	
                      Japan

                    
	
                      Mettler-Toledo
      Limited, Mettler-Toledo UK

                    	
                      Pounds
      Sterling – 4 million

                    	
                      United
      Kingdom

                    
	
                      Holdings
      Limited, Mettler-Toledo Safeline X-

                    	 
      	 
      
	
                      Ray
      Limited and Mettler-Toledo Safeline

                    	 
      	 
      
	
                      Limited

                    	 
      	 
      
	
                      MTBV  and/or
      MTNV

                    	
                      Euro
      – 2 million

                    	
                      Netherlands
      and Belgium

                    
	 
      	 
      	 
      


            

             

            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% 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 Lender”
means:

             

            
              	
                      (a)    
        

                    	
                      JPMorgan
      Chase Bank, N.A.  in connection with a loan to Mettler-Toledo
      Inc. (Canada) in an aggregate principal amount of 4 million Canadian
      dollars;

                    


            

             

            
              	
                      (b)    
        

                    	
                      Credit
      Suisse in connection with loans to MTH and/or Mettler-Toledo AG in the
      aggregate principal amount of 35 million Swiss
  Francs;

                    


            

             

            
              	
                      (c)    
        

                    	
                      Societe
      Generale in connection with a loan to Mettler-Toledo Holding (France) SAS
      in an aggregate principal amount of 3.5 million
  Euros;

                    


            

             

            
              	
                      (d)    
        

                    	
                      Bayerische
      Hypo-und Vereinsbank AG, Ulm, in connection with a loan to MTMHD in an
      aggregate principal amount of 7 million
Euros;

                    


            

             

            
              	
                      (e)    
        

                    	
                      The
      Bank of Tokyo-Mitsubishi UFJ, Ltd., Shimbashi Commercial Banking Office,
      in connection with a loan to Mettler-Toledo K.K.  in an
      aggregate principal amount of 200 million
Yen;

                    


            

             

            
              	
                      (f)    
        

                    	
                      The
      Royal Bank of Scotland plc acting either on its own behalf or through its
      Affiliate National Westminster Bank Plc, in connection with loans to
      Mettler-Toledo Limited, Mettler-Toledo UK Holdings Limited, Mettler-Toledo
      Safeline X-Ray Limited and/or Mettler-Toledo Safeline Limited in an
      aggregate principal amount of 4 million Pounds
  Sterling;

                    


            

             

            
              	
                      (g)    
        

                    	
                      ING
      Bank N.V., Dublin Branch, in connection with loans to MTBV and/or MTNV in
      an aggregate principal amount of 2 million Euros;
  and

                    


            

             

            
              	
                      (h)    
        

                    	
                      Wells
      Fargo Bank, N.A., in connection with loans to Mettler-Toledo, Inc. in an
      aggregate principal amount of 15 million
  Dollars;

                    


            

             

            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.

             

             “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 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 Federal Withholding Tax Act and per
explanatory notes of the Swiss Federal Tax Administration No. S-02-123(9.86) and
S 02.128(1.2000) or legislation or explanatory notes addressing the same issues
which are in force at such time.

             

             “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 regulations pursuant to the explanatory notes
S-02.122.1(4.99), S-02.122.2(4.1999) and S-02.128(1.2000) 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 persons and legal entities, which are Swiss Non-Qualifying Banks and to which
the Swiss Borrower directly or indirectly owes interest-bearing borrowed money
under all interest-bearing instruments 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 the Trans-European Automated Real-time Gross Settlement Express
Transfer (TARGET) payment system (or, if such payment system ceases to be
operative, such other payment system (if any) determined by the Administrative
Agent or the applicable Swingline Lender, as the case may be, to be a suitable
replacement) is open 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 $25 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.

             

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

             

            “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).

             

            “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.  (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.

             

            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
Issuer 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 or the issuance,
amendment or extension of a Letter of Credit, an amount, such as a required
minimum or multiple amount, is expressed in Dollars, but such Borrowing,
Eurocurrency Rate Loan or Letter of Credit 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.

             

            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
or email; 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 JPMEL
(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), and receipt thereof by JPMEL shall
constitute receipt by the Administrative Agent.  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 or
JPMEL 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 or JPMEL, as applicable, not later than 11:00 a.m (London time, in the
case of notices to JPMEL) (i) three 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) 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) 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, fourteen 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 or JPMEL, as
applicable, not later than 11:00 a.m. (London time, in the case of notices to
JPMEL) (i) 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) 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 11:00 a.m. (i) two Business Days before the
requested date of such Borrowing of Revolving Loans, conversion or continuation
of Eurocurrency Rate Loans denominated in Dollars, or (ii) three Business Days
(or four 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 or email 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, 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 JPMorgan 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 JPMorgan’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, 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, (w) 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; (x) 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; (y) 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; 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.  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)    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 twelve months after the date of issuance or last extension,
unless the Required Lenders have approved such expiry date;

             

            (B)   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
$250,000;

             

            (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;
or

             

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

             

            (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 twelve-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 twelve-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; 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 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
JPMorgan.  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 JPMorgan 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.

             

                    (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 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
daily face amount of such Letter of Credit, each as calculated by the applicable
L/C Issuer.  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.

             

            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 are 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.  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 Loan available in the Same Day
Funds to the applicable Subsidiary Swingline Borrower at the place and in the
manner agreed to by the Swingline Lender.

             

                    (d)    Compliance with Local
Law.  Each of the Subsidiary Swingline Borrowers and the
Swingline Lenders, as the case may be, shall comply with any local law
requirements relating to the incurrence of Indebtedness, such as providing a
Borrower with the effective global rate of interest, as required by the relevant
local jurisdiction.

             

            (e)    Refinancing of Swingline
Loans and Risk Participations.

             

                  
(i)    The
applicable Swingline Lender at any time in its sole and absolute discretion may
request, on behalf of Mettler-Toledo International (which hereby irrevocably
authorizes the Swingline Lender to so request on its behalf), that each Lender
(other than the Non-Global Lenders) make a Eurocurrency Rate Loan to
Mettler-Toledo International (which may be subsequently converted to a
Eurocurrency Rate Loan in accordance with Section 2.02) in an
amount equal to such Lender’s Pro Rata Share of the amount of Swingline Loans
then outstanding in the Dollar Equivalent amount of such  Subsidiary
Currency in Dollars or an Alternative Currency as requested by such Swingline
Lender.  Such request shall be made in writing at least three Business
Days (or four Business Days in the case of a Special Notice Currency) prior to
the requested date of such Eurocurrency Rate Loan  (which written
request shall be deemed to be a Loan Notice for purposes hereof) and in
accordance with the requirements of Sections 2.01 and 2.02 and this Section 2.04 for
Eurocurrency Rate Loans with an initial Interest Period of one month, without
regard to the minimum and multiples specified therein for the principal amount
of Eurocurrency Rate Loans, but subject to the unutilized portion of the
Aggregate Commitments and the conditions set forth in Section
4.02.  The Swingline Lender shall furnish Mettler-Toledo
International with a copy of the applicable Loan Notice promptly after
delivering such notice to the Administrative Agent.  Each Lender shall
make an amount equal to its Pro Rata Share of the amount specified in such Loan
Notice available to the Administrative Agent in Same Day Funds for the account
of the Swingline Lender at the Administrative Agent’s Office for the applicable
currency (A) not later than 1:00 p.m. on the Business Day specified in such Loan
Notice in the case of a Eurocurrency Rate Loan denominated in Dollars and (B)
not later than the Applicable Time specified by the Administrative Agent, in the
case of a Eurocurrency Rate Loan denominated in an Alternative Currency, in each
case on the Business Day specified in the Loan Notice.  The
Administrative Agent shall remit the funds so received to the Swingline Lender
in Dollars or the Alternative Currency so received, or if requested by the
Swingline Lender, the equivalent amount thereof in the applicable Subsidiary
Currency as determined by the applicable Swingline Lender at such time on the
basis of the Spot Rate (determined as of the funding date) for the purchase of
such Subsidiary Currency with the currency received through the Borrowing of the
Eurocurrency Rate Loans.

             

                  (ii)    If for
any reason any Swingline Loan cannot be refinanced by such a Borrowing of
Eurocurrency Rate Loans in accordance with Section 2.04(e)(i),
Mettler-Toledo International shall be deemed to have incurred from the
applicable Swingline Lender a Revolving Loan in the amount of such Swingline
Loan that is not so refinanced.  The applicable Swingline Loan shall
be deemed fully repaid upon the conversion thereof to a Revolving Loan. In such
event, each Lender’s payment to the Administrative Agent for the account of the
Swingline Lender pursuant to Section 2.04(e)(i)
shall be deemed payment in respect of its participation in such Revolving Loan.
Interest on each such Revolving Loan shall accrue at the Base Rate plus the Applicable
Rate.

             

                   
(iii)     No Lender
shall be required to make a Loan pursuant to clause (i) above, or
fund a risk participation pursuant to clause (ii) above, if
the making of such Loan or the funding of such risk participation would, in the
reasonable judgment of such Lender, violate any applicable law or would result
in an adverse tax consequence which does not benefit from the gross-up
provisions of Section
3.01 (any such potential violation of applicable law or adverse tax
consequence to be communicated by any such Lender to the Administrative Agent as
soon as possible after it is discovered), and no Non-Global Lender shall be
required to make a Loan pursuant to clause (i) above or
fund a risk participation pursuant to clause (ii)
above.

             

                  
(iv)    If, other
than pursuant to clause (iii) above,
any Lender fails to make available to the Administrative Agent for the account
of the Swingline Lender any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.04(e) by
the time specified in Section 2.04(e)(i),
the Swingline Lender 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 Swingline Lender at a rate per annum
equal to the applicable Overnight Rate from time to time in effect.  A
certificate of the Swingline Lender submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (iii)
shall be conclusive absent manifest error.

             

                (v)    Except as
set forth in clause
(iii) above, each Lender’s obligation to make Loans or to purchase and
fund risk participations in Swingline Loans pursuant to this Section 2.04(e) 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 Swingline Lender, any Borrower 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 2.04(e) is
subject to the requirements set forth in Sections 2.01 and
2.02 and this
Section 2.04
and the conditions set forth in Section
4.02.  No such funding of risk participations shall relieve or
otherwise impair the obligation of the Subsidiary Swingline Borrower to repay
Swingline Loans, together with interest as provided herein.  To the
extent Lenders make the Loans or purchase and fund risk participations pursuant
to this Section
2.04(e), the amount of such Subsidiary Currency Sublimit so purchased or
funded as a risk participation 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.

             

            (f) Repayment of
Participations.

             

            (i) At any
time after any Lender has purchased and funded a risk participation in a
Swingline Loan, if the Swingline Lender receives any payment on account of such
Swingline Loan, the Swingline Lender will distribute through the Administrative
Agent to such Lender its Pro Rata Share of such payment (appropriately adjusted,
in the case of interest payments, to reflect the period of time during which
such Lender’s risk participation was funded) in the same funds as those received
by the Swingline Lender.

             

            (ii) If any
payment received by the Swingline Lender in respect of principal or interest on
any Swingline Loan is required to be returned by the Swingline Lender under any
of the circumstances described in Section 10.06
(including pursuant to any settlement entered into by the Swingline Lender in
its discretion), each Lender shall pay to the Swingline Lender 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, at a rate per annum
equal to the applicable Overnight Rate.  The Administrative Agent will
make such demand upon the request of the Swingline Lender.

             

            (g) Interest for Account of
Swingline Lender.  The applicable Swingline Lender shall be
responsible for invoicing the applicable Swingline Borrower for interest on the
Swingline Loans.  Until each Lender funds its Eurocurrency Rate Loan
pursuant to Section
2.04(e), or risk participation pursuant to Section 2.04(e) to
refinance such Lender’s Pro Rata Share of any Swingline Loan, interest in
respect of such Pro Rata Share shall be solely for the account of the Swingline
Lender.

             

            (h) Payments Directly to
Swingline Lender.  The applicable Subsidiary Swingline Borrower
shall make all payments of principal and interest in respect of the Swingline
Loans directly to the Swingline Lender at the office for payment designated by
the Swingline Lender.

             

            2.05 Prepayments.  (a)  The
Applicable Borrower may, upon notice from Mettler- Toledo International to the
Administrative Agent (or the Swingline Lender for any prepayment of a Swingline
Loan), as applicable, at any time or from time to time voluntarily prepay Loans
in whole or in part without premium or penalty; provided that (i)
such notice must be received by the Administrative Agent or the Swingline
Lender, as applicable, not later than 11:00 a.m. unless otherwise agreed between
Mettler-Toledo International and the applicable Swingline Lender (A) three
Business Days prior to any date of prepayment of Eurocurrency Rate Loans or
Swingline Loans denominated in Dollars, (B) four Business Days (or five, in the
case of prepayment of Loans denominated in Special Notice Currencies) prior to
any date of prepayment of Eurocurrency Rate Loans denominated in Alternative
Currencies or Swingline Loans denominated in Subsidiary Currencies (other than
Dollars), and (C) the same Business Day as any date of prepayment of Revolving
Loans in the form of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate
Loans denominated in Dollars shall be in a principal amount of $1 million or a
whole multiple of $1 million in excess thereof; (iii) any prepayment of
Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum
principal amount of $1 million or a whole multiple of $1 million in excess
thereof; and (iv) unless otherwise agreed between Mettler-Toledo International
and the applicable Swingline Lender, any prepayment of Base Rate Loans or
Swingline Loans shall be in a principal amount of $500,000 or a whole multiple
of $100,000 in excess thereof or, in each case, if less, the entire principal
amount thereof then outstanding.  Each such notice shall specify the
date and amount of such prepayment and the Type(s) of Loans to be prepaid and,
if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such
Eurocurrency Rate Loans.  The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such
Lender’s Pro Rata Share of such prepayment.  If such notice is given
by Mettler-Toledo International, the Applicable Borrower shall irrevocably make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein.  Any prepayment of a
Eurocurrency Rate Loan or Swingline Loan shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amounts required
pursuant to Section
3.05.  Each such prepayment shall be applied to the Loans of
the Lenders in accordance with their respective Pro Rata Shares.

             

            (b) If for
any reason (x) the Total Outstandings at any time exceed the Aggregate
Commitments then in effect or (y) the Total Outstandings attributable to the
Global Lenders at any time exceed the excess of the Aggregate Commitments over
the portion of the Aggregate Commitments held by the Non-Global Lenders, the
Applicable Borrowers shall immediately prepay Loans and/or the Applicable
Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount
equal to such excess; provided, however, that such
Cash Collateralization of the L/C Obligations pursuant to this Section 2.05(b) shall
not be required unless after the prepayment in full of the Loans and Swingline
Loans the Total Outstandings exceed the Aggregate Commitments then in
effect.

             

            (c) On the
last Business Day of each month, or at any other time that the Administrative
Agent may reasonably request (the date of each such determination, the “Swingline Loan Calculation
Date”), each Swingline Lender shall determine the aggregate Outstanding
Amount (calculated in the applicable Subsidiary Currency) of all Subsidiary L/C
Obligations and all Swingline Loans of the Subsidiary Swingline Borrower to whom
it makes Swingline Loans (without application of the Assumed Swingline Loan
Amount) and provide a copy of the Swingline Loan Calculation Date Notice to the
Administrative Agent of such amount.  The Administrative Agent shall
prepare a Notice of Swingline Loan Amounts containing the total aggregate Dollar
Equivalent amount of all Subsidiary L/C Obligations and all Swingline Loans of
all the Subsidiary Swingline Borrowers and shall provide a copy of
such  Notice of Swingline Loan Amounts to Mettler-Toledo International
and the Swingline Lenders.  If the aggregate Outstanding Amount of all
such Subsidiary L/C Obligations and Swingline Loans at such time exceeds the
then aggregate Subsidiary Swingline Borrower Sublimit for all Subsidiary
Swingline Borrowers, the Subsidiary Swingline Borrowers, as applicable, shall
immediately prepay Swingline Loans and/or the Subsidiary Swingline Borrowers, as
applicable, shall immediately Cash Collateralize the Subsidiary L/C Obligations
in an aggregate amount equal to such excess; provided, however, that the
foregoing shall not apply if Mettler-Toledo International adjusts the Subsidiary
Swingline Borrower Sublimit in accordance with the terms of this
Agreement.

             

            (d) If the
Administrative Agent notifies Mettler-Toledo International at any time that the
Outstanding Amount of all Subsidiary L/C Obligations and all Swingline Loans of
a Subsidiary Swingline Borrower (without application of the Subsidiary Swingline
Borrower’s Pro Rata Share of the Assumed Swingline Loan Amount) denominated in
the applicable Subsidiary Currency at such time exceeds an amount equal to 105%
of the Subsidiary Currency Sublimit for such Subsidiary Swingline Borrower then
in effect, then, within two Business Days after receipt of such notice, such
Subsidiary Swingline Borrower shall prepay such Swingline Loans and/or such
Subsidiary Swingline Borrower shall Cash Collateralize its Subsidiary L/C
Obligations in an aggregate amount sufficient to reduce such Outstanding Amount
as of such date of payment to an amount not to exceed 100% of its Subsidiary
Currency Sublimit then in effect.  The Administrative Agent may, at
any time and from time to time after the initial deposit of such Cash
Collateral, request that additional Cash Collateral be provided in order to
protect against the results of further exchange rate fluctuations.

             

            (e) If the
Administrative Agent notifies Mettler-Toledo International at any time that the
Outstanding Amount of all Revolving Loans denominated in all currencies at such
time exceeds (as a result of currency fluctuations of Revolving Loans in
currencies other than Dollars) an amount equal to 105% of the Aggregate
Commitments then in effect, then, within five Business Days after receipt of
such notice, Mettler-Toledo International shall, or shall cause the applicable
Revolving Borrowers to, prepay the Revolving Loans in an aggregate amount
sufficient to reduce such Outstanding Amount as of such date of payment to an
amount not to exceed 100% of the Aggregate Commitments then in
effect.

             

            2.06 Termination or Reduction of
Commitments.  Mettler-Toledo International on behalf of the
Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate
Commitments, or from time to time permanently reduce the Aggregate Commitments;
provided that
(i) any such notice shall be received by the Administrative Agent not later than
11:00 a.m.  five Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount of $1
million or any whole multiple of $1 million in excess thereof, (iii)
Mettler-Toledo International on behalf of the Borrowers shall not terminate or
reduce the Aggregate Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the Total Outstandings would exceed the
Aggregate Commitments or the Total Outstandings held by the Global Lenders would
exceed the difference between the Aggregate Commitments over the portion of the
Aggregate Commitments held by the Non-Global Lenders and (iv) if, after giving
effect to any reduction of the Aggregate Commitments, the Letter of Credit
Sublimit or the Subsidiary Swingline Borrower Sublimit exceeds the difference
between the Aggregate Commitments over the portion of the Aggregate Commitments
held by the Non-Global Lenders, such Sublimit shall be automatically reduced by
the amount of any such excess.  The Administrative Agent will promptly
notify the Lenders of any such notice of termination or reduction of the
Aggregate Commitments.  Any reduction of the Aggregate Commitments
shall be applied to the Commitment of each Lender according to its Pro Rata
Share.  The amount of any such Aggregate Commitment reduction shall
not be applied to the Letter of Credit Sublimit or the Subsidiary Swingline
Borrower Sublimit unless otherwise specified by Mettler-Toledo International on
behalf of the Borrowers; provided, if
Mettler-Toledo International so elects a Letter of Credit Sublimit or Subsidiary
Swingline Borrower Sublimit reduction, the reduction shall comply with the
proviso in the initial sentence of this Section
2.06.  All fees accrued until the effective date of any
termination of the Aggregate Commitments shall be paid on the effective date of
such termination.

             

            2.07 Repayment of
Loans.  Each Borrower shall repay to the Lenders on the
Maturity Date the aggregate principal amount of Loans made to such Borrower
outstanding on such date.

             

            2.08 Interest.  (a)  Subject
to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan to a
Revolving Borrower shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurocurrency
Rate for such Interest Period plus the Applicable
Rate plus (x)
in the case of a Eurocurrency Rate Loan of any Lender which is lent from a
Lending Office in the United Kingdom, a Participating Member State or any other
jurisdiction other than the United States, the Mandatory Cost or (y) in the case
of a Eurocurrency Rate Loan lent from a Lending Office in the United States, the
Statutory Reserve Rate; (ii) each Base Rate Loan to a Revolving Borrower shall
bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate; (iii) each Swingline Loan to a Subsidiary Swingline Borrower denominated
in a Subsidiary Currency shall bear interest at the rate and applicable margin
to be agreed upon by the applicable Swingline Lender, which interest rate shall
be consistent with local market standards and which margin shall be the
Applicable Rate for Eurocurrency Rate Loans.

             

            (b) If any
amount payable by any Applicable Borrower under any Loan Document is not paid
when due (after giving effect to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at the Default Rate to the fullest extent permitted by applicable
Laws.  Furthermore, while any Event of Default exists, each of the
Applicable Borrowers shall pay interest on the principal amount of all of their
respective outstanding Obligations hereunder at the Default Rate to the fullest
extent permitted by applicable Laws.  Accrued and unpaid interest on
past due amounts (including interest on past due interest) shall be due and
payable upon demand.

             

            (c) Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified
herein.  Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

             

            (d) To the
extent that interest payable by a Swiss Borrower under a Loan Document becomes
subject to Swiss Federal Withholding Tax, each relevant Lender and such Swiss
Borrower shall promptly cooperate in completing any procedural formalities
(including submitting forms and documents required by the appropriate tax
authorities) to the extent possible and necessary for such Swiss Borrower to
obtain authorization to make interest payments without them being subject to
Swiss Federal Withholding Tax or to being subject to Swiss Federal Withholding
Tax at a rate reduced under an applicable double taxation treaty.

             

            2.09 Fees.  In addition
to certain fees described in subsections (i) and (j) of Section
2.03:

             

            (a) Facility
Fee.  Mettler-Toledo International and the Applicable Borrower
shall be jointly and severally liable for their ratable share, and
Mettler-Toledo International shall pay to the Administrative Agent for the
account of each Lender in accordance with its Pro Rata Share, a facility fee in
Dollars equal to the Applicable Rate times the actual
daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have
terminated, on the Outstanding Amount of all Revolving Loans, Swingline Loans
and L/C Obligations (without application of the Assumed Swingline Loan Amount)),
regardless of usage.  The facility fee shall accrue at all times
during the Availability Period (and thereafter so long as any Revolving Loans,
Swingline Loans or L/C Obligations remain outstanding), including at any time
during which one or more of the conditions in Article IV is not
met, and shall be due and payable quarterly in arrears on the fifth day after
the end of each March, June, September and December, commencing with the first
such date to occur after the Closing Date, and on the Maturity Date (and, if
applicable, thereafter on demand).  On each such payment date, the
amount of facility fee which has accrued to but excluding such payment date
shall be due and payable.  The facility fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.

             

            (b) Other
Fees.  (i)  Mettler-Toledo International shall pay to
the Joint-Lead Arrangers and the Administrative Agent for their own respective
accounts, in Dollars, fees in the amounts and at the times specified in the Fee
Letters.  Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.

             

            (ii) Mettler-Toledo
International and any other Applicable Borrower shall pay to the Lenders, in
Dollars, such fees as shall have been separately agreed upon in writing in the
amounts and at the times so specified.  Such fees shall be fully
earned when paid and shall not be refundable for any reason
whatsoever.

             

            2.10 Computation of Interest and
Fees.  All computations of interest for Base Rate Loans when
the Base Rate is determined by JPMorgan’s “prime rate” shall be made on the
basis of a year of 365 or 366 days, as the case may be, and actual days elapsed,
and all computations of interest for Loans in Pounds Sterling shall be made on
the basis of a year of 365 days and the actual days elapsed.  All
other computations of fees and interest shall be made on the basis of a 360-day
year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year), or, in
the case of interest in respect of Loans denominated in Alternative Currencies
or Subsidiary Currencies as to which market practice differs from the foregoing,
in accordance with such market practice.  Interest shall accrue on
each Loan for the day on which the Loan is made, and shall not accrue on a Loan,
or any portion thereof, for the day on which the Loan or such portion is paid;
provided that
any Loan that is repaid on the same day on which it is made shall, subject to
Section
2.12(a), bear interest for one day.  Each determination of an
interest rate or fee hereunder shall be conclusive and binding for all purposes
absent manifest error.

             

            2.11 Evidence of
Debt.  (a)  The Credit Extensions made by each Lender
shall be evidenced by one or more accounts or records maintained in the ordinary
course of business by such Lender evidencing the Loans made to the Applicable
Borrower by such Lender (including the amounts of principal and interest payable
or paid to such Lender from time to time).  The Credit Extensions made
by each Lender shall also be evidenced by one or more accounts or records
maintained by the Administrative Agent in the ordinary course of
business.  The accounts or records maintained by each Lender and the
Administrative Agent shall be conclusive absent manifest error of the amount of
the Credit Extensions made by the Lenders to the Borrowers and the interest and
payments thereon.  Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of the Borrowers
hereunder to pay any amount owing with respect to the Obligations.  In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.  Upon the request of any Lender to a
Borrower made through the Administrative Agent, such Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a Revolving Note or a
Swingline Note, as applicable, which shall evidence such Lender’s Loans to such
Borrower in addition to such accounts or records.  Each Lender may
attach schedules to a Note and endorse thereon the date, Type (if applicable),
amount, currency and maturity of its Loans and payments with respect
thereto.

             

            (b) In
addition to the accounts and records referred to in subsection (a), each Lender
and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit and Swingline Loans.  In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

             

            2.12 Payments
Generally.  (a)  All payments to be made by the
Applicable Borrower shall be made without condition or deduction for any
counterclaim, defense, recoupment or setoff.  Except as otherwise
expressly provided herein and except with respect (i) to principal of and
interest on Revolving Loans denominated in an Alternative Currency, and (ii) to
principal of and interest on Swingline Loans denominated in a Subsidiary
Currency, all payments by the Borrowers hereunder shall be made to the
Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the applicable Administrative Agent’s Office in Dollars and
in Same Day Funds not later than 2:00 p.m. on the date specified
herein.  Except as otherwise expressly provided herein, all payments
by the Borrowers hereunder with respect to principal and interest on Revolving
Loans denominated in an Alternative Currency shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed,
at the applicable Administrative Agent’s Office in such Alternative Currency and
in Same Day Funds not later than the Applicable Time specified by the
Administrative Agent on the dates specified herein.  Except as
otherwise expressly provided herein, all payments by the Swingline Borrowers
hereunder with respect to principal and interest on Swingline Loans denominated
in a Subsidiary Currency shall be made as directed by such applicable Swingline
Lender, for the account of such Swingline Lender to which such payment is owed,
not later than the local time specified by such Swingline Lender to be necessary
for such payment to be credited on such date in accordance with normal banking
procedures in the place of payment on the dates specified by such Swingline
Lender.  Without limiting the generality of the foregoing, the
Administrative Agent may require that any payments (excluding payments of
Swingline Loans to Swingline Lenders and reimbursements made by Subsidiary
Swingline Lenders under Letters of Credit) due under this Agreement be made in
the United States.  If, for any reason, any Borrower is prohibited by
any Law from making any required payment hereunder (a) in an Alternative
Currency or a Subsidiary Currency (other than Dollars), such Borrower shall make
such payment in Dollars in the Dollar Equivalent of the Alternative Currency or
Subsidiary Currency payment amount or (b) in Dollars in the case of a Swingline
Loan or Subsidiary L/C Obligation denominated in Dollars, such Subsidiary
Swingline Borrower shall make such payment in the Alternative Currency
Equivalent of a currency acceptable to the Swingline Lender.  The
Administrative Agent will promptly distribute to each Lender its Pro Rata Share
(or other applicable share as provided herein) of such payment in like funds as
received by the Administrative Agent by wire transfer to such Lender’s Lending
Office.  All payments received by the Administrative Agent or the
applicable Swingline Lender (i) after 2:00 p.m., in the case of payments in
Dollars, (ii) after the Applicable Time specified by the Administrative Agent in
the case of payments in an Alternative Currency or (iii) after the applicable
local time specified by the applicable Swingline Lender in the case of payments
in a Subsidiary Currency, shall in each case be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.

             

            (b) If any
payment to be made by any Borrower shall become due on a day other than a
Business Day, payment shall be made on the next following Business Day, provided, however, in the case
of Eurocurrency Rate Loans, such extension of time shall be reflected in
computing interest; provided, further, that, if
such extension would cause payment of interest on or principal of Eurocurrency
Rate Loans to be made in the next succeeding calendar month, such payment shall
be made on the immediately preceding Business Day.

             

            (c) Unless
any Borrower or any Lender has notified the Administrative Agent, prior to the
date any payment is required to be made by it to the Administrative Agent
hereunder, that such Borrower or such Lender, as the case may be, will not make
such payment, the Administrative Agent may assume that such Borrower or such
Lender, as the case may be, has timely made such payment and may (but shall not
be so required to), in reliance thereon, make available a corresponding amount
to the Person entitled thereto.  If and to the extent that such
payment was not in fact made to the Administrative Agent in Same Day Funds,
then:

             

            (i) if any
Borrower failed to make such payment, each Lender shall forthwith on demand
repay to the Administrative Agent the portion of such assumed payment that was
made available to such Lender in Same Day Funds, together with interest thereon
in respect of each day from and including the date such amount was made
available by the Administrative Agent to such Lender to the date such amount is
repaid to the Administrative Agent in Same Day Funds at the applicable Overnight
Rate from time to time in effect; and

             

            (ii) if any
Lender failed to make such payment, such Lender shall forthwith on demand pay to
the Administrative Agent the amount thereof in Same Day Funds, together with
interest thereon for the period from the date such amount was made available by
the Administrative Agent to a Borrower to the date such amount is recovered by
the Administrative Agent (the “Compensation Period”)
at a rate per annum equal to the applicable Overnight Rate from time to time in
effect.  If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender’s Loan included in the applicable
Borrowing.  If such Lender does not pay such amount forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent may make a
demand therefor upon the applicable Borrower, and such Borrower shall pay such
amount to the Administrative Agent, together with interest thereon for the
Compensation Period at a rate per annum equal to the rate of interest applicable
to the applicable Borrowing.  Nothing herein shall be deemed to
relieve any Lender from its obligation to fulfill its Commitment or to prejudice
any rights which the Administrative Agent or any Borrower may have against any
Lender as a result of any default by such Lender hereunder.

             

            A notice
of the Administrative Agent to any Lender or Borrower with respect to any amount
owing under this subsection (c) shall be conclusive, absent manifest
error.

             

            (d) If any
Lender makes available to the Administrative Agent funds for any Loan to be made
by such Lender to any Borrower as provided in the foregoing provisions of this
Article II, and
such funds are not made available to such Borrower by the Administrative Agent
because the conditions to the applicable Credit Extension set forth in Article IV are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

             

            (e) The
obligations of the Lenders hereunder to make Loans, issue Letters of Credit and
to fund participations in Letters of Credit and Swingline Loans are several and
not joint.  The failure of any Lender to make any Loan, issue any
Letter of Credit or to fund any such participation on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Loan, issue any Letter of Credit or purchase its
participation.

             

            (f) Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan
in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.

             

            (g) Each
Borrower hereby authorizes each Lender, if and to the extent payment owed to
such Lender is not made when due hereunder, or in the case of a Lender under the
Note held by such Lender, to charge from time to time against any and all of
such Borrower’s accounts with such Lender any amount so due.

             

            2.13 Sharing of
Payments.  If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of the Loans made by it, Letters of
Credit issued by it or the participations in L/C Obligations or in Swingline
Loans held by it, any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) in excess of its ratable share
(or other share contemplated hereunder) thereof, such Lender shall immediately
(a) notify the Administrative Agent of such fact, and (b) purchase from the
other Lenders such participations in the Loans or Letters of Credit made by them
and/or such subparticipations in the participations in L/C Obligations or
Swingline Loans held by them, as the case may be, as shall be necessary to cause
such purchasing Lender to share the excess payment in respect of such Loans,
Letters of Credit or such participations, as the case may be, pro rata with each
of them; provided, however, that if all
or any portion of such excess payment is thereafter recovered from the
purchasing Lender under any of the circumstances described in Section 10.06
(including pursuant to any settlement entered into by the purchasing Lender in
its discretion), such purchase shall to that extent be rescinded and each other
Lender shall repay to the purchasing Lender the purchase price paid therefor,
together with an amount equal to such paying Lender’s ratable share (according
to the proportion of (i) the amount of such paying Lender’s required repayment
to (ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect of
the total amount so recovered, without further interest thereon.  Each
Borrower agrees that any Lender so purchasing a participation from another
Lender may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off, but subject to Section 10.09) with
respect to such participation as fully as if such Lender were the direct
creditor of such Borrower in the amount of such participation.  The
Administrative Agent will keep records (which shall be conclusive and binding in
the absence of manifest error) of participations purchased under this Section 2.13 and will
in each case notify the Lenders following any such purchases or
repayments.  Each Lender that purchases a participation pursuant to
this Section
2.13 shall from and after such purchase have the right to give all
notices, requests, demands, directions and other communications under this
Agreement with respect to the portion of the Obligations purchased to the same
extent as though the purchasing Lender were the original owner of the
Obligations purchased.

             

            2.14 Subsidiary Swingline
Borrowers.  (a)  The Subsidiary Swingline Borrowers
specifically identified in the introductory paragraph of this Agreement shall be
“Subsidiary Swingline Borrowers” hereunder effective as of the date hereof and
may receive Swingline Loans for its account on the terms and conditions set
forth in this Agreement.

             

            (b) Mettler-Toledo
International may at any time, upon not less than 15 Business Days’ prior notice
from Mettler-Toledo International to the Administrative Agent and the Swingline
Lender affected thereby (or such shorter period as may be agreed by the
Administrative Agent and the Swingline Lender affected thereby in their sole
discretion), and with the consent (not to be unreasonably withheld or delayed)
of the Administrative Agent, designate any additional Subsidiary of
Mettler-Toledo International (an “Applicant Borrower”)
as a Subsidiary Swingline Borrower to receive Swingline Loans hereunder by
delivering to the Administrative Agent and the Swingline Lender affected
thereby, a duly executed notice and agreement in substantially the form of Exhibit F hereto (a
“Subsidiary Swingline
Borrower Request and Assumption Agreement”).  The
Administrative Agent will promptly deliver to all the other Lenders the executed
Subsidiary Swingline Borrower Request and Assumption Agreement.  The
parties hereto acknowledge and agree that prior to any Applicant Borrower
becoming entitled to borrow Swingline Loans or request the issuance of Letters
of Credit hereunder, the Administrative Agent shall have consented (not to be
unreasonably withheld or delayed) to such Applicant Borrower becoming a
Subsidiary Swingline Borrower, and the Administrative Agent and the Swingline
Lender affected thereby shall have received (i) such supporting resolutions,
charter documents, incumbency certificates, opinions of counsel and other
documents or information, in form, content and scope reasonably satisfactory to
the Administrative Agent and the Swingline Lender affected thereby, as may be
required by the Administrative Agent and the Swingline Lender affected thereby
in their sole discretion (including without limitation, information necessary to
evaluate (A) any withholding tax as may arise in respect of any Swingline Loans
made to such Applicant Borrower, and (B) the manner in which Swingline Loans may
be made available to the Applicant Borrower, including the requested Subsidiary
Currency and the Subsidiary Currency Sublimit, and (ii) Swingline Notes signed
by such new requested Subsidiary Swingline Borrower to the extent any Swingline
Lender so requires.  If the Administrative Agent and the Swingline
Lender affected thereby agree that an Applicant Borrower shall be entitled to
receive Swingline Loans hereunder, then promptly following receipt of all such
resolutions, incumbency certificates, opinions of counsel and other documents or
information from an Applicant Borrower, the Administrative Agent shall send a
notice in substantially the form of Exhibit G hereto (a
“Notice of Designation
of Additional Subsidiary Swingline Borrower, Applicable Subsidiary Currency and
Subsidiary Currency Sublimit”) to Mettler-Toledo International, the
Swingline Lender affected thereby and the other Lenders specifying the effective
date upon which the Applicant Borrower shall constitute a Subsidiary Swingline
Borrower for purposes hereof. No Applicant Borrower shall become a Subsidiary
Swingline Borrower hereunder if the extension of Loans to such Applicant
Borrower by the applicable Swingline Lender would violate any applicable law or
if any refinancing thereof or risk participation therein by the Lenders pursuant
to Section
2.04(e) would violate applicable law.

             

                    (c)    Mettler-Toledo
International shall guarantee the Obligations of each of the other Revolving
Borrowers and each of the Subsidiary Swingline Borrowers pursuant to Article XI
hereof.

             

                    (d)    Each
Subsidiary of Mettler-Toledo International that is or becomes a “Subsidiary
Swingline Borrower” pursuant to this Section 2.14 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 (i) the giving and receipt of notices and
(ii) the execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto.  Any acknowledgment,
consent, direction, certification or other action which might otherwise be valid
or effective only if given or taken by all Swingline Borrowers, or by each
Swingline Borrower acting singly, shall be valid and effective if given or taken
only by Mettler-Toledo International, whether or not any such Swingline Borrower
joins therein.  Any notice, demand, consent, acknowledgement,
direction, certification or other communication delivered to Mettler-Toledo
International in accordance with the terms of this Agreement shall be deemed to
have been delivered to each such Swingline Borrower.

             

                    (e)    Mettler-Toledo
International may from time to time, upon not less than 15 Business Days’ prior
notice from Mettler-Toledo International to the Administrative Agent and the
Swingline Lender affected thereby (or such shorter period as may be agreed by
the Administrative Agent and the Swingline Lender affected thereby in their sole
discretion), terminate a Subsidiary Swingline Borrower’s status as such, provided that there
are no outstanding Swingline Loans payable by such Subsidiary Swingline
Borrower, or other amounts payable by such Subsidiary Swingline Borrower on
account of any Swingline Loans made to it, as of the effective date of such
termination.  The Administrative Agent will promptly notify the
Lenders of any such termination of a Subsidiary Swingline Borrower.

             

            2.15 Increase in
Commitments.  (a)  Provided there exists no Default,
upon notice to the Administrative Agent (which shall promptly notify the
Lenders), Mettler-Toledo International may from time to time, request an
increase in the Aggregate Commitments by an aggregate amount not exceeding $50
million; provided that (i) any
such request for an increase shall be in a minimum amount of $10 million, except
in the case of the final request, which may be for the entire remaining amount,
and (ii) Mettler-Toledo International may make a maximum of three such
requests.  At the time of sending any such notice, Mettler-Toledo
International (in consultation with the Administrative Agent) shall specify the
time period within which each Lender is requested to respond (which shall in no
event be less than ten Business Days from the date of delivery of such notice to
the Lenders).  Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment and,
if so, whether by an amount equal to, greater than, or less than its Pro Rata
Share of such requested increase.  Any Lender not responding within
such time period shall be deemed to have declined to increase its
Commitment.  The Administrative Agent shall notify Mettler-Toledo
International and each Lender of the Lenders’ responses to each request made
hereunder.  To achieve the full amount of a requested increase,
Mettler-Toledo International may also invite additional Eligible Assignees
satisfactory to the Administrative Agent (acting reasonably) to become Lenders
pursuant to a joinder agreement in form and substance satisfactory to the
Administrative Agent and its counsel.

             

                    (b)    If the
Aggregate Commitments are increased in accordance with this Section 2.15, the
Administrative Agent and Mettler-Toledo International shall determine the
effective date (the “Increase Effective
Date”) and the final allocation of such increase.  The
Administrative Agent shall promptly notify Mettler-Toledo International and the
Lenders of the final allocation of such increase and the Increase Effective
Date.  As a condition precedent to such increase, Mettler-Toledo
International shall deliver to the Administrative Agent a certificate of each
Loan Party dated as of the Increase Effective Date (for further distribution to
each Lender) signed by a Responsible Officer of such Loan Party (i) certifying
and attaching the resolutions adopted by such Loan Party approving or consenting
to such increase, and (ii) in the case of Mettler-Toledo International,
certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V and the
other Loan Documents are true and correct on and as of the Increase Effective
Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that for purposes of this Section 2.15, the
representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be
deemed to refer to the most recent statements furnished pursuant to subsections
(a) and (b), respectively, of Section 6.01, and (B)
no Default exists.  The Applicable Borrowers shall prepay any Loans
outstanding on the Increase Effective Date (and pay any additional amounts
required pursuant to Section 3.05) to the
extent necessary to keep the outstanding Loans ratable with any revised Pro Rata
Shares arising from any nonratable increase in the Commitments under this Section 2.15; provided that in the
case of any Revolving Loans denominated in an Alternative Currency, no such
prepayment may be made other than on the last day of the applicable Interest
Period for such Loans, unless the Lenders consent thereto.

             

                    (c)    This
Section shall supersede any provisions in Sections 2.13 or
10.01 to the
contrary.

             

            2.16 Additional Revolving
Borrowers.  (a)  Mettler-Toledo International may at
any time, upon not less than 15 Business Days’ prior notice from Mettler-Toledo
International to the Administrative Agent (or such shorter period as may be
agreed by the Administrative Agent in its sole discretion), and with the consent
of the Administrative Agent, designate any additional Subsidiary of
Mettler-Toledo International (an “Applicant Revolving
Borrower”) as a Revolving Borrower to receive Revolving Loans hereunder
by delivering to the Administrative Agent a duly executed notice and agreement
in substantially the form of Exhibit L hereto (a
“Revolving Borrower Request and
Assumption Agreement”).  The Administrative Agent will promptly
deliver to all the other Lenders the executed Revolving Borrower Request and
Assumption Agreement.  The parties hereto acknowledge and agree that
prior to any Applicant Revolving Borrower becoming entitled to borrow Revolving
Loans or request the issuance of Letters of Credit hereunder, the Administrative
Agent shall have consented to such Applicant Revolving Borrower becoming a
Revolving Borrower. With respect to any Applicant Revolving Borrower organized
under the laws of a jurisdiction (or any political subdivision thereof) other
than Switzerland, the Netherlands, Luxembourg and the states of Delaware and
Ohio, all of the Global Lenders also shall have consented to such Applicant
Revolving Borrower becoming a Revolving Borrower. Any Global Lender that does
not respond to a Revolving Borrower Request and Assumption Agreement within ten
days after receipt of such request shall automatically be deemed to have
consented to such Applicant Revolving Borrower becoming a Revolving Borrower
(with the understanding that a response shall only be deemed to have been made
by a Global Lender if such Global Lender affirmatively indicates in writing that
it does or does not approve of the applicable Applicant Revolving Borrower
becoming a Revolving Borrower). In addition to the foregoing, the Administrative
Agent (1) shall have received (i) such supporting resolutions, charter
documents, incumbency certificates, opinions of counsel and other documents or
information, in form, content and scope reasonably satisfactory to the
Administrative Agent, as may be required by the Administrative Agent in its sole
discretion (including without limitation, information necessary to evaluate (A)
any withholding tax as may arise in respect of any Revolving Loans made to such
Applicant Revolving Borrower, and (B) the manner in which Revolving Loans may be
made available to the Applicant Revolving Borrower, including the requested
Applicable Currency, (ii) Revolving Notes signed by such new requested Revolving
Borrower to the extent any Lender so requires and (iii) any deliveries from the
Applicant Revolving Borrower which may be required under Section 10.20 or any
other “know your customer” regulations to which a Global Lender is subject, and
(2) shall be satisfied, in its sole discretion, that no gross-up payment shall
be required to be paid or withholding tax shall accrue or shall otherwise be
payable in connection with the making of Revolving Loans to such Applicant
Revolving Borrower, provided, however, that to the
extent any such taxes ultimately accrue or are otherwise payable, or any
gross-up amounts ultimately are required to be paid, then all such taxes and
gross-up amounts shall solely be for the account of Mettler-Toledo International
and the applicable Borrower, and the Administrative Agent shall have no
liability, payment or reimbursement obligations with respect
thereto.  If the Administrative Agent agrees that an Applicant
Revolving Borrower shall be entitled to receive Revolving Loans hereunder, then
promptly following receipt of all such resolutions, incumbency certificates,
opinions of counsel and other documents or information from an Applicant
Revolving Borrower, the Administrative Agent shall send a notice in
substantially the form of Exhibit M hereto (a
“Notice of Designation
of Additional Revolving Borrower and Applicable Currency”) to
Mettler-Toledo International and the Lenders specifying the effective date upon
which the Applicant Revolving Borrower shall constitute a Revolving Borrower for
purposes hereof. No Applicant Revolving Borrower shall become a Revolving
Borrower hereunder if the extension of Loans to such Applicant Revolving
Borrower by the Lenders would violate any applicable law.

             

                    (b)    Mettler-Toledo
International shall guarantee the Obligations of each of the other Revolving
Borrowers pursuant to Article XI
hereof.

             

                    (c)    Each
Subsidiary of Mettler-Toledo International that is or becomes a “Revolving
Borrower” pursuant to this Section 2.16 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 (i) the giving and receipt of notices and
(ii) the execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto.  Any acknowledgment,
consent, direction, certification or other action which might otherwise be valid
or effective only if given or taken by all 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 such Revolving Borrower
joins therein.  Any notice, demand, consent, acknowledgement,
direction, certification or other communication delivered to Mettler-Toledo
International in accordance with the terms of this Agreement shall be deemed to
have been delivered to each such Revolving Borrower.

             

                    (d)    Mettler-Toledo
International may from time to time, upon not less than 15 Business Days’ prior
notice from Mettler-Toledo International to the Administrative Agent (or such
shorter period as may be agreed by the Administrative Agent in its sole
discretion), terminate a Revolving Borrower’s status as such, provided that there
are no outstanding Revolving Loans payable by such Revolving Borrower, or other
amounts payable by such Revolving Borrower on account of any Revolving Loans
made to it, as of the effective date of such termination.

             

            ARTICLE
III.

             

            TAXES,
YIELD PROTECTION AND ILLEGALITY

             

            3.01 Taxes.  (a)  Any
and all payments by any Loan Party to or for the account of the Administrative
Agent or any Lender under any Loan Document shall be made free and clear of and
without deduction for any and all present or future taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the
case of the Administrative Agent and each Lender, taxes imposed on or measured
by its net income, profits or branch profits taxes, franchise taxes (including
franchise taxes imposed in lieu of net income taxes) or, in each case, other
similar taxes imposed on it, by the jurisdiction (or any political subdivision
thereof) under the Laws of which the Administrative Agent or such Lender, as the
case may be, is organized, maintains a lending office or does business (other
than doing business solely as a result of entering into this Agreement,
performing any obligations hereunder, receiving any payments hereunder or
enforcing any rights hereunder) (each such jurisdiction being referred
hereinafter referred to as “Excluded
Jurisdictions,” and all such non-excluded taxes, duties, levies, imposts,
deductions, assessments, fees, withholdings or similar charges, and liabilities
being hereinafter referred to as “Taxes”).  If
any Loan Party shall be required by any Laws to deduct any Taxes from or in
respect of any sum payable under any Loan Document to the Administrative Agent
or any Lender, (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 3.01), each
of the Administrative Agent and such Lender receives an amount equal to the sum
it would have received had no such deductions been made, (ii) such Loan Party
shall make such deductions, (iii) such Loan Party shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable Law, and (iv) within 30 days after the date of such payment,
such Loan Party shall furnish to the Administrative Agent (which shall forward
the same to such Lender) the original or a certified copy of a receipt or other
documentation evidencing payment thereof.

             

                    (b)    In
addition, each Loan Party agrees to pay any and all present or future stamp,
court or documentary taxes and any other excise or property taxes or charges or
similar levies which arise from any payment made by such Loan Party under any
Loan Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as “Other
Taxes”); provided that, in the
case of Other Taxes imposed by an Excluded Jurisdiction, the relevant Lender
shall notify Mettler- Toledo International prior to the Closing Date (or, if
later, the date such Lender becomes a party to this Agreement) that such Other
Taxes will be due and owing.

             

                    (c)    [Intentionally
Omitted.]

             

                    (d)    Each Loan
Party agrees to indemnify the Administrative Agent and each Lender for (i) the
full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed
or asserted by any jurisdiction on amounts payable under this Section 3.01) paid by
the Administrative Agent and such Lender and (ii) any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental
Authority.  Payment under this subsection (d) shall be made within 30
days after the date the Lender or the Administrative Agent makes a demand
therefor.

             

                    (e)    Without
limiting the obligations of the Lenders under Section 10.15
regarding delivery of certain forms and documents to establish each Lender’s
status for U.S.  withholding tax purposes, each Lender agrees promptly
to deliver to the Administrative Agent or Mettler- Toledo International, as the
Administrative Agent or Mettler-Toledo International shall reasonably request,
on or prior to the Closing Date, and in a timely fashion thereafter, such other
documents and forms required by any relevant taxing authorities under the Laws
of any other jurisdiction, duly executed and completed by such Lender, as are
required under such Laws to confirm such Lender’s entitlement to any available
exemption from, or reduction of, applicable withholding taxes in respect of all
payments to be made to such Lender outside of the U.S. by the Borrowers pursuant
to this Agreement or otherwise to establish such Lender’s status for withholding
tax purposes in such other jurisdiction.  Each Lender shall promptly
(i) notify the Administrative Agent of any change in circumstances which would
modify or render invalid any such claimed exemption or reduction, and (ii) take
such steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid or reduce any requirement of
applicable Laws of any such jurisdiction that any Borrower make any deduction or
withholding for taxes from amounts payable to such
Lender.  Additionally, each of the Borrowers shall promptly deliver to
the Administrative Agent or any Lender, as the Administrative Agent or such
Lender shall reasonably request, on or prior to the Closing Date, and in a
timely fashion thereafter, such documents and forms required by any relevant
taxing authority under the Laws of any jurisdiction, duly executed and completed
by such Borrower, as are required to be furnished by such Lender or the
Administrative Agent under such Laws in connection with any payment by the
Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in
connection with the Loan Documents, with respect to such
jurisdiction.

             

                    (f)    The
Borrowers’ obligations to indemnify a Foreign Lender or pay additional amounts
to a Foreign Lender under this Section 3.01 are
subject to Section
10.15 (a)(iii).

             

                    (g)    The
parties hereto have assumed that the interest payable under this Agreement is
not and will not become subject to Swiss Federal Withholding Tax.  If
a Tax Deduction is required by law in respect of any interest payable by a Swiss
Borrower under a Loan Document and should it be unlawful for a Swiss Borrower to
comply with any other provision of this Section 3.01 for any
reason taking into account the exclusions set out in the rest of this Section
3.01:  (i) then the applicable interest rate in relation to
that interest payment shall be the interest rate which would have applied to
that interest payment as provided for in this Section 3.01(g) (as
provided for in the absence of this paragraph (g)) divided by the following: 1
minus the relevant Tax Deduction is required to be made under Swiss domestic tax
law and/or applicable double taxation treaties (where the rate at which the
relevant Tax Deduction required to be made is, for this purpose, expressed as a
fraction of one (1)), and (ii) the applicable Swiss Borrower shall pay the
relevant interest at the adjusted rate in accordance with the preceding clause
(i), make the Tax Deduction on the interest so recalculated and all references
to a rate of interest under the Loan Documents shall be construed
accordingly.

             

            3.02 Illegality.  If the
Administrative Agent or any Lender determines that any Law has made it unlawful,
or that any Governmental Authority has asserted that it is unlawful, for any
Lender or its applicable Lending Office to make, maintain or fund Eurocurrency
Rate Loans (whether denominated in Dollars or an Alternative Currency), or to
determine or charge interest rates based upon the Eurocurrency Rate, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars or any
Alternative Currency in the applicable interbank market, then, on notice thereof
by such Lender to Mettler-Toledo International through the Administrative Agent,
any obligation of such Lender to make or continue Eurocurrency Rate Loans in the
affected currency or currencies or, in the case of Eurocurrency Rate Loans in
Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans, shall be
suspended until such Lender notifies the Administrative Agent and Mettler-Toledo
International that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the Applicable Borrowers shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable and such Loans are denominated in Dollars, convert all such
Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last
day of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Eurocurrency Rate Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such Eurocurrency Rate
Loans.  Upon any such prepayment or conversion, such Borrowers shall
also pay accrued interest on the amount so prepaid or converted.  Each
Lender agrees to designate a different Lending Office if such designation will
avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.

             

            3.03 Inability to Determine
Rates.  If the Required Lenders determine that for any reason
in connection with any request for a Eurocurrency Rate Loan or a conversion to
or  continuation thereof that (i) deposits (whether in Dollars or an
Alternative Currency) are not being offered to banks in the applicable offshore
interbank market for such currency for the applicable amount and Interest Period
of such Eurocurrency Rate Loan, (ii) adequate and reasonable means do not exist
for determining the Eurocurrency Rate for any requested Interest Period with
respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or
an Alternative Currency), or (iii) the Eurocurrency Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan does not
adequately and fairly reflect the cost to such Lenders of funding such
Eurocurrency Rate Loan, the Administrative Agent will promptly so notify
Mettler-Toledo International and each Lender.  Thereafter, the
obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the
affected currency or currencies shall be suspended until the Administrative
Agent (upon the instruction of the Required Lenders) revokes such
notice.  Upon receipt of such notice, Mettler-Toledo International may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans in the affected currency or currencies or, failing that,
will be deemed to have converted such request into a request for a Borrowing of
Base Rate Loans in the amount specified therein.

             

            3.04 Increased Cost and Reduced Return;
Capital Adequacy; Reserves on Eurocurrency Rate
Loans.  (a)  If any Lender determines that as a
result of the introduction of, or any change in, or in the interpretation of,
any Law, or such Lender’s compliance therewith, there shall be any increase in
the cost to such Lender of agreeing to make or making, funding or maintaining
Eurocurrency Rate Loans or issuing or participating in Letters of Credit, or a
reduction in the amount received or receivable by such Lender in connection with
any of the foregoing (excluding for purposes of this subsection (a) any such
increased costs or reduction in amount resulting from (i) Taxes or Other Taxes
(as to which Section
3.01 shall govern), (ii) changes in the basis of taxation of net income
or gross income by the United States or any non- U.S. jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its lending office, (iii) reserve requirements contemplated by
Section 3.04(c)
or utilized in the determination of the Eurocurrency Rate or the Statutory
Reserve Rate and (iv) the requirements of the Bank of England and the Financial
Services Authority, the European Central Bank or the Swiss Banking
commission/FINMA and/or the Swiss National Bank reflected in the Mandatory Cost,
other than as set forth below) or the Mandatory Cost, as calculated hereunder,
does not represent the cost to such Lender of complying with the requirements of
the Bank of England and/or the Financial Services Authority, the European
Central Bank or the Swiss Banking commission/FINMA and/or the Swiss National
Bank in relation to its making, funding or maintaining of Eurocurrency Rate
Loans, then from time to time upon demand of such Lender (with a copy of such
demand to the Administrative Agent), Mettler-Toledo International shall pay (or
cause the Applicable Borrower to pay) to such Lender such additional amounts as
will compensate such Lender for such increased cost or reduction or, if
applicable, the portion of such cost that is not represented by the Mandatory
Cost.

             

                    (b)    If any
Lender determines that the introduction of any Law regarding capital adequacy or
any change therein or in the interpretation thereof, or compliance by such
Lender (or its lending office) therewith, has the effect of reducing the rate of
return on the capital of such Lender or any corporation controlling such Lender
as a consequence of such Lender’s obligations hereunder (taking into
consideration its policies with respect to capital adequacy and such Lender’s
desired return on capital), then from time to time upon demand of such Lender
(with a copy of such demand to the Administrative Agent), Mettler-Toledo
International shall pay (or cause the Applicable Borrower to pay) to such Lender
such additional amounts as will compensate such Lender for such
reduction.

             

                    (c)    Mettler-Toledo
International shall pay (or cause the Applicable Borrower to pay) to each
Lender, (i) as long as such Lender shall be required to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds
or deposits (currently known as “Eurocurrency liabilities”), additional interest
on the unpaid principal amount of each Eurocurrency Rate Loan equal to the
actual costs of such reserves allocated to such Loan by such Lender (as
determined by such Lender in good faith, which determination shall be
conclusive), and (ii) as long as such Lender shall be required to comply with
any reserve ratio requirement or analogous requirement of any other central
banking or financial regulatory authority imposed in respect of the maintenance
of the Commitments or the funding of the Eurocurrency Rate Loans, such
additional costs (expressed as a percentage per annum and rounded upwards, if
necessary, to the nearest five decimal places) equal to the actual costs
allocated to such Commitment or Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive), which in each
case shall be due and payable on each date on which interest is payable on such
Loan; provided
Mettler-Toledo International shall have received at least 15 days’ prior notice
(with a copy to the Administrative Agent) of such additional interest or costs
from such Lender.  If a Lender fails to give notice 15 days prior to
the relevant Interest Payment Date, such additional interest or costs shall be
due and payable 15 days from receipt of such notice.

             

            3.05 Compensation for
Losses.  Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, Mettler-Toledo International shall
promptly compensate (or cause the Applicable Borrower to compensate) such Lender
for and hold such Lender harmless from any loss, cost or expense incurred by it
as a result of:

             

                    (a)    any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);

             

                    (b)    any
failure by any Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
Rate Loan on the date or in the amount notified by Mettler-Toledo International
or the Applicable Borrower;

             

                    (c)    any
failure by any Borrower to make payment of any Loan or drawing under any Letter
of Credit (or interest due thereon) denominated in an Alternative Currency or
Subsidiary Currency on its scheduled due date or any payment thereof in a
different currency; or

             

                    (d)    the
assignment by any Lender of any Eurocurrency Loan, other than on the last day of
the Interest Period or maturity date applicable thereto, as a result of a
request by the Borrower pursuant to Section
10.16;

             

            including
any loss of anticipated profits, any foreign exchange losses and any loss or
expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan, from fees payable to terminate the deposits from which such
funds were obtained or from the performance of any foreign exchange
contract.  Mettler-Toledo International shall also pay (or cause the
Applicable Borrower to pay) any customary administrative fees charged by such
Lender in connection with the foregoing.

             

            For
purposes of calculating amounts payable by Mettler-Toledo International (or the
Applicable Borrower) to the Lenders under this Section 3.05, each
Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at
the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in
the offshore interbank market for such currency for a comparable amount and for
a comparable period, whether or not such Eurocurrency Rate Loan was in fact so
funded.

             

            3.06 Matters Applicable to all Requests
for Compensation.  (a)  A certificate of the
Administrative Agent or any Lender claiming compensation under this Article III and
setting forth the additional amount or amounts to be paid to it hereunder shall
be conclusive in the absence of manifest error.  In determining such
amount, the Administrative Agent or such Lender may use any reasonable averaging
and attribution methods.

             

                    (b)    Upon any
Lender becoming entitled to compensation under Section 3.01 or 3.04, Mettler-Toledo
International may replace such Lender in accordance with Section 10.16; provided, however, that
Mettler-Toledo International shall not have the right to replace such Lender if
such Lender waives its rights to compensation under Section 3.01 or 3.04.

             

            3.07 Survival.  All of
the Borrowers’ obligations under this Article III shall
survive termination of the Aggregate Commitments and repayment of all other
Obligations hereunder.

             

            ARTICLE
IV.

            CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS

             

            4.01 Conditions of Initial Credit
Extension.  The obligation of each Lender to make its initial
Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:

             

                    (a)    The
Administrative Agent’s receipt of the following, each of which shall be
originals or facsimiles (followed promptly by originals) unless otherwise
specified, each properly executed by duly authorized officers of the signing
Loan Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance reasonably satisfactory to the Administrative Agent and each of
the Lenders:

             

                         (i)    executed
counterparts of this Agreement, sufficient in number for distribution to the
Administrative Agent, each Lender and Mettler-Toledo International;

             

                         (ii)   original
Notes executed by the Applicable Borrowers in favor of each Lender requesting
Notes;

             

                 (iii)        
such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of duly authorized officers of each Loan Party (or, if
appropriate, of Mettler-Toledo International on behalf of such Loan Party) as
the Administrative Agent may reasonably require evidencing the identity,
authority and capacity of each duly authorized officer thereof authorized to act
as a duly authorized officer on behalf of such Loan Party in connection with
this Agreement and the other Loan Documents to which such Loan Party is a
party;

             

                       
(iv)         such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each Revolving Borrower is duly organized or formed, and that
each of the Revolving Borrowers is validly existing, to the extent applicable,
in good standing and qualified to engage in business in each jurisdiction where
its ownership, lease or operation of properties or the conduct of its business
requires such qualification, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect, including, to the
extent applicable, certified copies of the Revolving Borrowers’ Organization
Documents, certificates of good standing or comparable certificates for the
jurisdiction and/or certificates of qualification to engage in business and tax
clearance certificates;

             

                 (v)    favorable
opinions of Fried, Frank, Harris, Shriver & Jacobson LLP and local counsel
to the Revolving Borrowers, addressed to the Administrative Agent and each
Lender, in the forms attached as Exhibit H
hereto;

             

                                
(vi)   a
certificate of a duly authorized officer of each Loan Party (or, if appropriate,
of Mettler-Toledo International on behalf of such Loan Party) either (A)
attaching copies of all material consents and approvals of Governmental
Authorities or any other Person required in connection with the execution,
delivery and performance by such Loan Party and the validity against such Loan
Party of the Loan Documents to which it is a party, and such material consents
and approvals shall be in full force and effect, or (B) stating that no such
material consents or approvals are so required;

             

                                
(vii)    a
certificate signed by a Responsible Officer of Mettler-Toledo International
certifying on behalf of the Borrowers and the Guarantor (A) that the conditions
specified in Sections
4.02(a) and (b) have been
satisfied and (B) that there has been no event or circumstance since the date of
the Audited Financial Statements that has had or could be reasonably expected to
have, either individually or in the aggregate, a Material Adverse
Effect;

             

                                 
(viii)         a
completed Compliance Certificate as of June 30, 2008 giving effect to all
borrowings under this Agreement;

             

                         
(ix)    evidence
that all insurance required to be maintained pursuant to the Loan Documents has
been obtained and is in effect;

             

                   (x)    tax
certificates from each Lender required pursuant to Swiss law, each substantially
in the form of Exhibit
N attached hereto;

             

                         
(xi)   such
other assurances, certificates, documents, consents or opinions as the
Administrative Agent, any L/C Issuer, any Swingline Lender or the Required
Lenders reasonably may require;

             

                                 
(xii)         consolidated
balance sheets of Mettler-Toledo International and its Subsidiaries as at the
end of each of the 2005, 2006 and 2007 fiscal year, and the related consolidated
statements of operations, shareholders’ equity and cash flows for each such
fiscal year (including copies of management discussion and analysis), all in
reasonable detail and prepared in accordance with GAAP, audited and accompanied
by a report and opinion of PriceWaterhouseCoopers or any other independent
certified public accountant of nationally recognized standing, which report and
opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any “going concern” or like qualification
or exception or any qualification or exception as to the scope of such
audit;

             

                                 
(xiii)    for each
quarterly period ended subsequent to December 31, 2007, a consolidated balance
sheet of Mettler-Toledo International and its Subsidiaries as at the end of such
fiscal quarter, and the related consolidated statements of operations,
shareholders’ equity and cash flows for such fiscal quarter and for the portion
of Mettler-Toledo International’s fiscal year then ended (including copies of
management discussion and analysis), setting forth in each case in comparative
form the figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year, all in
reasonable detail and certified by a Responsible Officer of Mettler-Toledo
International as fairly presenting in all material respects the financial
condition, results of operations, shareholders’ equity and cash flows of
Mettler-Toledo International and its Subsidiaries covered in the consolidated in
accordance with GAAP, subject only to normal year end audit adjustments and the
absence of footnotes and other presentation items; and

             

                   (xiv)    financial
statement projections with respect to the fiscal years 2008 through
2013.

             

                    (b)    Any fees
and expenses required to be paid on or before the Closing Date to the extent
invoiced no less than two (2) Business Days prior to the Closing Date shall have
been paid.

             

                    (c)    All
amounts due and owing under the Existing Credit Agreement, other than the Bank
of America Letters of Credit, the Existing Swingline Letters of Credit and the
Existing Swingline Loans, shall have been paid in full and the Existing Credit
Agreement and all related documents shall have been terminated.

             

                    (d)    Mettler-Toledo
International shall have paid all Attorney Costs of the Administrative Agent to
the extent invoiced no less than two (2) Business Days prior to the Closing
Date.

             

            4.02 Conditions to all Credit
Extensions.  The obligation of each Lender to honor any Request
for Credit Extension (other than a Loan Notice requesting only a conversion of
Loans to the other Type, or a continuation of Eurocurrency Rate Loans) or any
increase in Aggregate Commitments in accordance with Section 2.15 is
subject to the following conditions precedent:

             

                    (a)    The
representations and warranties of each Loan Party contained in Article V or any
other Loan Document, or which are contained in any document furnished at any
time under or in connection herewith or therewith, shall be true and correct in
all material respects on and as of the date of such Credit Extension and any
Increase Effective Date, (i) except 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 (ii)
except that for purposes of this Section 4.02, the
representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be
deemed to refer to the most recent statements furnished pursuant to subsections
(a) and (b), respectively, of Section
6.01.

             

                    (b)    No
Default shall exist, or would result from such proposed Credit Extension or
increase in Aggregate Commitments in accordance with Section
2.15.

             

                    (c)    The
Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender
shall have received a Request for Credit Extension or the certificate referred
to in Section
2.15(b) with respect to any increase in Aggregate Commitments, in
accordance with the requirements hereof.

             

                    (d)    If the
applicable Borrower is a new Subsidiary Swingline Borrower or a new Revolving
Borrower, then the conditions of Section 2.14(b) or
Section
2.16(a), as applicable, to the designation of such Borrower as a
Subsidiary Swingline Borrower or Revolving Borrower shall have been met to the
satisfaction of the Administrative Agent and, in the case of a Subsidiary
Swingline Borrower, the Swingline Lender affected thereby in accordance with the
provisions of Section
2.14(b) or Section 2.16(a), as
applicable.

             

                    (e)    In the
case of a Credit Extension to be denominated in an Alternative Currency or a
Subsidiary Currency, there shall not have occurred any change in national or
international financial, political or economic conditions or currency exchange
rates or exchange controls, as applicable, which in the reasonable opinion of
the Administrative Agent, the Required Lenders (in the case of any Loans to be
denominated in an Alternative Currency), the L/C Issuer (in the case of any
Letter of Credit to be denominated in an Alternative Currency) or the Swingline
Lender (in the case of any Loans or Letters of Credit designated in a Subsidiary
Currency) would make it impracticable for such Credit Extension to be
denominated in the relevant Alternative Currency or Subsidiary
Currency.

             

            Each
Request for Credit Extension (other than a Loan Notice requesting only a
conversion of Loans to the other Type or a continuation of Eurocurrency Rate
Loans) shall be deemed to be a representation and warranty that the conditions
specified in Sections
4.02(a) and (b) have been
satisfied on and as of the date of the applicable Credit Extension.

             

            ARTICLE
V.

            REPRESENTATIONS
AND WARRANTIES

             

            Each Loan
Party represents and warrants to the Administrative Agent and the Lenders
that:

             

            5.01 Existence, Qualification and Power;
Compliance with Laws.  Each Loan Party (a) is a limited
partnership, corporation or limited liability company duly incorporated,
organized or formed, validly existing, and to the extent applicable, in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own its
assets and carry on its business as presently conducted and (ii) execute,
deliver and perform its obligations under the Loan Documents to which it is a
party, and (c) to the extent applicable, is duly qualified and is licensed and
in good standing under the Laws of each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such
qualification or license; except in each case referred to in subsection (b)(i)
or (c), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.

             

            5.02 Authorization; No
Contravention.  The execution, delivery and performance by each
Loan Party of each Loan Document to which such Person is party, have been duly
authorized by all necessary corporate or other organizational
action.  The execution, delivery and performance by each Loan Party of
each Loan Document to which it is a party, and the consummation of the
transactions contemplated hereby with respect to each Loan Party, do not and
will not (a) contravene the terms of any of such Person’s Organization
Documents, (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, (i) any material Contractual Obligation to which
such Person is a party or (ii) any material order, injunction, writ or decree of
any Governmental Authority or any arbitral award to which such Person or its
property is subject, or (c) violate in any material respect any
Law.

             

            5.03 Governmental Authorization; Other
Consents.  No approval, consent, exemption, authorization, or
other action by, or notice to, or filing with, any Governmental Authority or any
other Person is necessary or required in connection with the execution, delivery
or performance by, or enforcement against, any Loan Party of this Agreement or
any other Loan Document.

             

            5.04 Binding
Effect.  This Agreement has been, and each other Loan Document,
when delivered hereunder, will have been, duly executed and delivered by each
Loan Party that is party thereto.  This Agreement constitutes, and
each other Loan Document to which such Loan Party is party when so delivered
will constitute, a legal, valid and binding obligation of such Person,
enforceable against each Loan Party that is party thereto in accordance with its
terms.

             

            5.05 Financial Statements; No Material
Adverse Effect.  (a)  The Audited Financial
Statements furnished to the Administrative Agent and each Lender (i) were
prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein, (ii) fairly
present in all material respects the financial condition of Mettler-Toledo
International and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein, and (iii) show all material indebtedness and other liabilities,
direct or contingent, of Mettler-Toledo International and its Subsidiaries as of
the date thereof in accordance with GAAP consistently applied throughout the
period covered thereby.

             

                    (b)    The
unaudited consolidated financial statements of Mettler-Toledo International and
its Subsidiaries dated June 30, 2008 and the related consolidated statements of
income or operations, shareholders’ equity and cash flows for the fiscal quarter
ended on that date furnished to the Administrative Agent and each Lender (i)
were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein, (ii) fairly
present in all material respects the financial condition of Mettler-Toledo
International and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby, subject, in the case of clauses (i)
and (ii), to the absence of footnotes and other presentation items and to normal
year-end audit adjustments and (iii) show all material indebtedness and other
material liabilities, direct or contingent, of Mettler-Toledo International and
its consolidated Subsidiaries as of the date thereof in accordance with GAAP
consistently applied throughout the period covered thereby.

             

                    (c)    As of the
Closing Date, since the date of the Audited Financial Statements, there has been
no event or circumstance, either individually or in the aggregate, that has had
or could reasonably be expected to have a Material Adverse Effect.

             

                    (d)    The
financial statements delivered to the Administrative Agent (for further
distribution to each Lender) pursuant to Sections 6.01(a) and
(b) (i) will be
prepared in accordance with GAAP, except as otherwise noted therein, and (ii)
will fairly present in all material respects the financial condition of
Mettler-Toledo International and its Subsidiaries as of the date thereof and
their results of operations for the period covered thereby in accordance with
GAAP subject, in the case of financial statements delivered pursuant to Section 6.01(b), to
the absence of footnotes and other presentation items and to normal year-end
audit adjustments.

             

            5.06 Litigation.  There
are no actions, suits, proceedings, investigations, litigations, claims,
disputes or proceedings pending or, to the knowledge of the Loan Parties,
threatened, at law, in equity, in arbitration or before any Governmental
Authority, by or against any Loan Party or any of the Subsidiaries or against
any of their respective properties or revenues or orders, decrees, judgments,
rulings, injunctions, writs, temporary restraining orders or other orders of any
nature issued by any court or Governmental Authority that (a) purport to affect,
pertain to, or enjoin or restrain the execution, delivery or performance of,
this Agreement or any other Loan Document, or any of the transactions
contemplated hereby or thereby, (b) either individually or in the aggregate, if
determined adversely, could reasonably be expected to have a Material Adverse
Effect or (c) could affect the legality, validity or enforceability of the Loan
Documents or the consummation of the transactions contemplated hereby or
thereby.

             

            5.07 Subsidiaries, Capital Structure and
Indebtedness and Investments.  (a)  As of the Closing
Date, Mettler-Toledo International has no Material Subsidiaries other than those
specifically disclosed in Part (a) of Schedule 5.07
(including the jurisdiction of organization, classes of capital stock, including
options, warrants, rights of subscriptions, conversion and exchangeability and
other similar rights, ownership and ownership percentages), and neither
Mettler-Toledo International nor the Material Subsidiaries have any equity
investments in any other corporation or entity other than those specifically
disclosed in Part (b) of Schedule 5.07; provided that the
foregoing shall not apply to wholly-owned Subsidiaries.  The
outstanding shares of Capital Stock of Mettler-Toledo International and the
Material Subsidiaries shown have been validly issued, fully-paid and are
non-assessable and owned free and clear of Liens.  Except as set forth
in Part (b) of Schedule 5.07,
Mettler-Toledo International, or one or more of its Subsidiaries, owns good,
valid and marketable title to all the outstanding common stock of each Loan
Party and all the Material Subsidiaries, free and clear of all Liens of every
kind, directly or indirectly, whether absolute, matured, contingent or
otherwise, except for such defects in title or Liens that could not reasonably
be expected to have a Material Adverse Effect and Liens permitted under Section
7.01.

             

                    (b)    As of the
Closing Date, Mettler-Toledo International and the Subsidiaries have (i) no
Indebtedness having an aggregate principal amount of $10 million or more
(including undrawn committed or available amounts and including owing to all
creditors under any combined or syndicated credit agreement) or (ii) made no
Investment of $10 million or more (which continues to be held on the Closing
Date), other than any such Indebtedness or Investments specifically disclosed on
Part (c) of Schedule
5.07.

             

            5.08 Ownership of Property; Liens;
Intellectual Property and Licenses.  (a)  Each of the
Loan Parties and each of the Subsidiaries has good title, or valid leasehold
interests in, to all of its respective personal properties and assets, free and
clear of any Liens, other than Liens permitted by Section 7.01, except
for such defects in title or Liens that could not reasonably be expected to have
a Material Adverse Effect.  Each of the Loan Parties and each of the
Subsidiaries has good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  The real property of each of the Loan Parties and
each of the Subsidiaries is subject to no Liens, other than Liens permitted by
Section 7.01,
except for such Liens that could not reasonably be expected to have a Material
Adverse Effect.

             

                    (b)    Each of
the Loan Parties and each of the Subsidiaries owns, or possesses the right to
use, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual property rights
(collectively, “IP
Rights”) that are reasonably necessary for the operation of their
respective businesses, without conflict with the rights of any other Person,
except for such defects in title or the right to use that could not reasonably
be expected to have a Material Adverse Effect.  To the best knowledge
of the Loan Parties, no slogan or other advertising device, product, process,
method, substance, part or other material now employed, or now contemplated to
be employed, by the Loan Parties or any of the Subsidiaries infringes upon any
rights held by any other Person, except for such defects in title or the right
to use that could not reasonably be expected to have a Material Adverse
Effect.  No claim or litigation regarding any of the foregoing is
pending or, to the best knowledge of the Loan Parties, threatened, which, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

             

            5.09 Environmental
Compliance.  The Loan Parties and the Subsidiaries conduct in
the ordinary course of business a review of the effect of existing Environmental
Laws and claims  alleging potential liability or responsibility for
violation of any Environmental Law on their respective businesses, operations
and properties, and as a result thereof the Loan Parties have reasonably
concluded that such Environmental Laws and claims could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse
Effect.

             

            5.10 Insurance.  The Loan
Parties and the Subsidiaries maintain with financially sound and reputable
insurance companies which are not Affiliates of the Loan Parties, insurance with
respect to their properties and businesses against loss or damage of the kinds
customarily insured against by Persons engaged in similar businesses and owning
similar properties in localities where each Loan Party and each of the
Subsidiaries operates of such types and in such amounts, with such deductibles
and covering such risks as are customarily carried under similar circumstances
by such Persons.

             

            5.11 Taxes.  (a) The Loan
Parties and the Subsidiaries have timely filed all federal, state and other
material tax returns and reports required to be filed, and have paid all
federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable whether or not shown on any tax return, except
those which are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided in
accordance with GAAP.  To the knowledge of any Specified Officer,
there is no proposed tax assessment against any of the Loan Parties or any of
the Subsidiaries that would, if made, have a Material Adverse
Effect.

             

                (b)           Each
Swiss Borrower represents and warrants that it does not have at any time
outstanding loans in relation to which the total number of all creditors which
are Swiss Non-Qualifying Banks exceeds twenty under the Swiss Twenty Non-Bank
Regulations.

             

            5.12 ERISA
Compliance.  (a)  Except as could not reasonably be
expected to have a Material Adverse Effect, each Plan is in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
Federal or state Laws.  Each Pension Plan that is intended to qualify
under Section 401(a) of the Code has received a favorable determination letter
from the IRS or an application for such a letter is currently being processed by
the IRS with respect thereto and, to the best knowledge of the Loan Parties,
nothing has occurred which would prevent, or cause the loss of, such
qualification.  Except as could not reasonably be expected to have a
Material Adverse Effect, the Loan Parties and each ERISA Affiliate have made all
required contributions to each Pension Plan subject to Sections 412 and 430 of
the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Pension Plan.

             

                    (b)    There are
no pending or, to the best knowledge of the Loan Parties, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to
any Plan that could be reasonably expected to have a Material Adverse
Effect.  There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse
Effect.

             

                    (c)    Except as
could not reasonably be expected to have a Material Adverse Effect, (i) no ERISA
Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has
any Unfunded Pension Liability, except as disclosed in Mettler-Toledo
International’s financial statements; (iii) none of the Loan Parties nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA); (iv) none of the Loan
Parties nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (v) none of the Loan
Parties nor any ERISA Affiliate has engaged in a transaction that could be
subject to Sections 4069 or 4212(c) of ERISA.

             

            5.13 Margin Regulations; Investment
Company Act.  (a)  No Borrower is engaged or will
engage, principally or as one of its important activities, in the business of
purchasing or carrying margin stock (within the meaning of Regulation U issued
by the FRB) or extending credit for the purpose of purchasing or carrying margin
stock, and no proceeds of drawings under any Letter of Credit will be used to
purchase or carry margin stock or to extend credit to others for the purpose of
purchasing or carrying margin stock.

             

                    (b)    None of
the Loan Parties, any Person Controlling the Loan Parties, or any of the
Subsidiaries is or is required to be registered as an “investment company” under
the Investment Company Act of 1940.  Neither the making of the Loans,
nor the issuance of the Letters of Credit or the application of the proceeds or
repayment thereof by any Borrower, nor the consummation of other transactions
contemplated hereunder by any Loan Party, will violate any provision of any such
Act or any rule, regulation or order of the SEC.

             

            5.14 Disclosure.  The
Loan Parties have disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which any of the
Loan Parties or any of the Subsidiaries is subject, and all other matters known
to any of the Loan Parties, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.  No
report, financial statement, certificate or other information furnished in
writing by or on behalf of any Loan Party or any of the Subsidiaries to the
Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement and the other Loan
Documents or delivered hereunder or thereunder (as modified or supplemented by
other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided that, no
representations and warranties are made with respect to projected financial
information.

             

            5.15 Compliance with
Laws.  Each of the Loan Parties and each of the Subsidiaries is
in compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

             

            5.16 Employee and Labor
Matters.  Except to the extent that the failure of the
following statements to be true could not reasonably be expected to have a
Material Adverse Effect:

             

                    (a)    There are
no strikes or lockouts against any Loan Party pending or, to the best knowledge
of any Loan Party, threatened.

             

                    (b)    The hours
worked by and payments made to employees of the Loan Parties have not been in
violation of the Fair Labor Standards Act or any other applicable federal,
state, local or non-U.S.  Law dealing with such matters.

             

                    (c)    All
payments due from any Loan Party, or for which any claim may be made against any
Loan Party, on account of wages and employee health and welfare insurance and
other benefits, have been paid or accrued as a liability on the books of such
Loan Party.

             

            5.17 Solvency.  Immediately
after giving effect to the initial Credit Extension made on the Closing Date,
(a) each Loan Party is able to pay its debts and other liabilities, contingent
obligations and other commitments as they mature in the normal course of
business, (b) each Loan Party does not intend to, and does not believe that it
will, incur debts or liabilities beyond each Loan Party’s ability to pay as such
debts and liabilities as they mature in their ordinary course, (c) each Loan
Party is not engaged in a business or a transaction, and is not about to engage
in a business or a transaction, for which each Loan Party’s assets would
constitute unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which each Loan Party is engaged and (d)
the present fair market value of the assets of each Loan Party is greater than
the total amount of liabilities, including, without limitation, contingent
liabilities, of each Loan Party.

             

            5.18 Representations as to Foreign
Obligors.  Each of the Loan Parties represents and warrants to
the Administrative Agent and the Lenders that:

             

                    (a)    The
execution, delivery and performance by such Foreign Obligor of this Agreement
and the other Loan Documents to which it is a party (collectively, the “Applicable Foreign Obligor
Documents”) constitute and will constitute private and commercial acts
and not public or governmental acts.  Neither such Foreign Obligor nor
any of its property has any immunity from jurisdiction of any court or from any
legal process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) under the laws of the
jurisdiction in which such Foreign Obligor is organized and existing in respect
of its obligations under the Applicable Foreign Obligor Documents.

             

                    (b)    The
Applicable Foreign Obligor Documents are in proper legal form under the Law of
the jurisdiction in which such Foreign Obligor is organized and existing for the
enforcement thereof against such Foreign Obligor under the Law of such
jurisdiction, and to ensure the legality, validity, enforceability, priority or
admissibility in evidence of the Applicable Foreign Obligor
Documents.  It is not necessary to ensure the legality, validity,
enforceability, priority or admissibility in evidence of the Applicable Foreign
Obligor Documents that the Applicable Foreign Obligor Documents be filed,
registered or recorded with, or executed or notarized before, any court or other
authority in the jurisdiction in which such Foreign Obligor is organized and
existing or that any registration charge or stamp or similar tax be paid on or
in respect of the Applicable Foreign Obligor Documents or any other document,
except for (i) any such filing, registration, recording, execution or
notarization as has been made or is not required to be made until the Applicable
Foreign Obligor Document or any other document is sought to be enforced and (ii)
any charge or tax as has been timely paid.

             

                    (c)    There is
no tax, levy, impost, duty, fee, assessment or other governmental charge, or any
deduction or withholding, imposed by any Governmental Authority in or of the
jurisdiction in which any Foreign Obligor is organized and existing either (i)
on or by virtue of the execution or delivery of the Applicable Foreign Obligor
Documents or (ii) on any payment to be made by such Foreign Obligor pursuant to
the Applicable Foreign Obligor Documents, except as has been disclosed to the
Administrative Agent.

             

                    (d)    The
execution, delivery and performance of the Applicable Foreign Obligor Documents
executed by any Foreign Obligor are not, under applicable foreign exchange
control regulations of the jurisdiction in which such Foreign Obligor is
organized and existing, subject to any notification or authorization except (i)
such as have been made or obtained or (ii) such as cannot be made or obtained
until a later date (provided that any
notification or authorization described in the immediately preceding clause (ii)
shall be made or obtained as soon as reasonably practicable).

             

            5.19 Foreign Assets Control Regulations,
etc.

             

                    (a)    Neither
this Agreement, any Credit Extension hereunder nor any portion of the proceeds
of the Loans will violate the Trading with the Enemy Act, as amended, or any of
the foreign assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or
executive order relating thereto.

             

                    (b)    Neither
any Loan Party nor any of their respective Subsidiaries (i) is, or will become,
a Person described or designated in the Specially Designated Nationals and
Blocked Persons List of the Office of Foreign Assets Control or in Executive
Order No.  13,224, 66 Fed Reg 49,079 (2001), issued by the President
of the United States (Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism)
or (ii) engages or will engage in any dealings or transactions, or is or will be
otherwise associated, with any such Person.  The Loan Parties and
their Subsidiaries are in compliance, in all material respects, with the Patriot
Act.

             

                    (c)    Neither
any Loan Party nor any of their respective Subsidiaries shall directly or
indirectly transfer, make use of or provide the benefits of any money, proceeds
or services provided or received in connection with this Agreement or any Credit
Extension hereunder to, or in favor of any business activity related to, a
Restricted Person and no beneficiary of a Letter of Credit shall be directly or
indirectly a Restricted Person.

             

                    (d)    No Lender
has any obligation to monitor or verify the application of any amount borrowed
pursuant to this Agreement.

             

            ARTICLE
VI.

             

            AFFIRMATIVE
COVENANTS

             

            So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, each Loan Party shall, and shall (except in the case of the
covenants set forth in Sections 6.01, 6.02, 6.03, 6.05 and 6.11) cause each of
the Subsidiaries to:

             

            6.01 Financial
Statements.  Deliver to the Administrative Agent (for further
distribution to each Lender), in form and detail satisfactory to the
Administrative Agent and the Required Lenders:

             

                    (a)    as soon
as available, but in any event within 95 days after the end of each fiscal year
of Mettler-Toledo International (commencing with the fiscal year ended December
31, 2008), a consolidated balance sheet of Mettler-Toledo International and its
Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of operations, shareholders’ equity and cash flows for such fiscal
year (including copies of management discussion and analysis), setting forth in
each case in comparative form the figures for the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP, audited and accompanied
by a report and opinion of PriceWaterhouseCoopers or any other independent
certified public accountant of nationally recognized standing, which report and
opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any “going concern” or like qualification
or exception or any qualification or exception as to the scope of such audit;
and

             

                    (b)    as soon
as available, but in any event within 50 days after the end of each of the first
three fiscal quarters of each fiscal year of Mettler-Toledo International
(commencing with the fiscal quarter ended September 30, 2008, a consolidated
balance sheet of Mettler-Toledo International and its Subsidiaries as at the end
of such fiscal quarter, and the related consolidated statements of operations,
shareholders’ equity and cash flows for such fiscal quarter and for the portion
of Mettler-Toledo International’s fiscal year then ended (including copies of
management discussion and analysis), setting forth in each case in comparative
form the figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year, all in
reasonable detail and certified by a Responsible Officer of Mettler-Toledo
International as fairly presenting in all material respects the financial
condition, results of operations, shareholders’ equity and cash flows of
Mettler-Toledo International and its Subsidiaries covered in the consolidated in
accordance with GAAP, subject only to normal yearend audit adjustments and the
absence of footnotes and other presentation items.

             

            6.02 Certificates; Other
Information.  Deliver to the Administrative Agent (for further
distribution to each Lender), in form and detail satisfactory to the
Administrative Agent and the Required Lenders:

             

                    (a)    concurrently
with the delivery of the financial statements referred to in Section 6.01(a), a
certificate of its independent certified public accountants certifying such
financial statements and stating that in making the examination necessary
therefor no knowledge was obtained of any Default or, if any such Default shall
exist, stating the nature and status of such event setting forth the details of
such Default and the action that the Borrowers have taken or propose to take
with respect thereto;

             

                    (b)    concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and
(b) (commencing
with the delivery of the financial statements for the fiscal quarter ended
September 30, 2008), a duly completed Compliance Certificate signed by a
Responsible Officer of Mettler-Toledo International;

             

                    (c)    promptly
after any reasonable request by the Administrative Agent or any Lender, to the
extent permitted by its auditors to provide such copies (which permission each
Loan Party and its Subsidiaries shall use their best efforts to obtain), copies
of any detailed audit reports, management letters or recommendations submitted
to the board of directors (or the audit committee of the board of directors) of
Mettler-Toledo International by independent accountants in connection with the
accounts or books of any of the Borrowers or any of the Subsidiaries, or any
audit of any of them;

             

                    (d)    promptly,
such additional information regarding the business, financial or corporate
affairs of the Borrowers or any Subsidiary, or compliance with the terms of the
Loan Documents, as the Administrative Agent or any Lender may from time to time
reasonably request; and

             

                    (e)    promptly
upon any Subsidiary becoming a Material Subsidiary, a revised copy of Schedule 5.07 hereto
reflecting the addition of such Material Subsidiary.

             

            Documents
required to be delivered pursuant to Sections 6.01(a) or
(b) may be
delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which Mettler-Toledo International posts such
documents, or provides a link thereto on Mettler-Toledo International’s website
on the Internet at the website address listed on Schedule 10.02; or
(ii) on which such documents are posted on Mettler-Toledo International’s behalf
on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that (i) at
the written request of any Lender or the Administrative Agent, Mettler- Toledo
International shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests Mettler-Toledo International to deliver such
paper copies until a written request to cease delivering paper copies is given
by the Administrative Agent or such Lender and (ii) Mettler-Toledo International
shall notify (which may be by facsimile or electronic mail) the Administrative
Agent and each Lender of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of
such documents.  Notwithstanding anything contained herein,
Mettler-Toledo International shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(b) to
the Administrative Agent upon the Administrative Agent’s request.  The
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents (except for such Compliance Certificate)
referred to above, and in any event shall have no responsibility to monitor
compliance by Mettler-Toledo International with any such request for delivery,
and each Lender shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents.

             

            Each
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Joint-Lead Arrangers will make available to the Lenders and the L/C Issuer
materials and/or information provided by or on behalf of such Borrower hereunder
(collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”) and (b)
certain of the Lenders may be “public-side” Lenders (i.e.  Lenders
that do not wish to receive material non-public information with respect to any
Borrower or its securities) (each, a “Public
Lender”).  Each Borrower hereby agrees that (i) all Borrower
Materials that are to be made available to Public Lenders shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof; (ii) by marking
Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized
the Administrative Agent, the Joint-Lead Arrangers, the L/C Issuer and the
Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrowers or their respective
securities for purposes of United States Federal and state securities laws
(provided,
however, that
to the extent such Borrower Materials constitute Information, they shall be
treated as set forth in Section 10.08); (iii)
all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Investor;” and (iv) the
Administrative Agent and the Joint-Lead Arrangers shall be entitled to treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public
Investor.”

             

            6.03 Notices.  Promptly
notify the Administrative Agent and each Lender:

             

                    (a)    of the
occurrence of any Default;

             

                    (b)    of  (i)
any material action, dispute, litigation, investigation or proceeding between
any of the Loan Parties or any of the Subsidiaries and any Governmental
Authority; (ii) the commencement of, or any material development in, any
material litigation, investigation or proceeding affecting any of the Loan
Parties or any of the Subsidiaries, including pursuant to any applicable
Environmental Laws; or (iii) any formal governmental investigation or notice of
formal investigation of any of the Loan Parties by the SEC, Food and Drug
Administration, the governing authority of the New York Stock Exchange, or any
other governing authority listing for sale the Capital Stock of any of the Loan
Parties, except to the extent that any such information is subject to the
attorney-client privilege or any qualification letter from Mettler-Toledo
International’s auditors;

             

                    (c)    of the
occurrence of any ERISA Event;

             

                    (d)    of any
event or development with respect to any Loan Party or any of the Subsidiaries
that has had, or could reasonably be expected to have, a Material Adverse
Effect; and

             

                    (e)    of any
announcement by Moody’s or S&P of (i) any change in a Debt Rating or (ii)
the placement of the Debt Rating on a watchlist; provided, that there
shall be no obligation to notify if such information has been publicly
disclosed.

             

            Each
notice pursuant to this Section 6.03 shall be
accompanied by a statement of a Responsible Officer of Mettler-Toledo
International setting forth details of the occurrence referred to therein and
stating what action the Borrowers have taken and propose to take with respect
thereto.  Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document, if any, that have been breached.

             

            6.04 Payment of
Obligations.  Pay, discharge or otherwise satisfy at or before
maturity or before they become delinquent, all its material obligations, unless
the same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by
such Loan Party or such Subsidiary, including (a) all material tax liabilities,
fees, assessments and governmental charges or levies upon it or its properties
or assets, (b) all material lawful claims which, if unpaid, would by Law become
a Lien upon its property, and (c) all material Indebtedness, as and when due and
payable, but subject to any subordination provisions contained in any instrument
or agreement evidencing such Indebtedness.

             

            6.05 Preservation of
Existence.  Each Loan Party shall, and shall cause each
Material Subsidiary to preserve, renew and maintain in full force and effect (a)
its legal existence and (b) to the extent applicable, its good standing (or
equivalent status) under the Laws of the jurisdiction of its organization,
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect; provided that the
foregoing clauses (a) and (b) shall not constitute a prohibition on the
disposition, sale or transfer of the Capital Stock or assets of any
Subsidiary.

             

            6.06 Maintenance of Properties,
Etc.  (a) Exercise commercially reasonable efforts to maintain,
preserve and protect all of its material properties and equipment necessary in
the operation of its business in good working order and condition, ordinary wear
and tear excepted, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect; (b) take all commercially reasonable
action to maintain all rights, privileges, permits, licenses, approvals and
franchises in each case which are necessary or desirable in the normal conduct
of its business, except to the extent no longer economically desirable in the
commercially reasonable opinion of the applicable Loan Party or Subsidiary or to
the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c) exercise all commercially reasonably effort to
preserve or renew all of its material registered patents, trademarks, trade
names and service marks, the non-preservation or non-renewal of which could
reasonably be expected to have a Material Adverse Effect.

             

            6.07 Maintenance of
Insurance.  Maintain with financially sound and reputable
insurance companies not Affiliates of the Loan Parties, insurance or reinsurance
with respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar businesses
and owning similar properties in localities where such Loan Party and each of
its Subsidiaries operates, of such types and in such amounts with such
deductions and covering such risks, as are customarily carried under similar
circumstances by such other Persons.

             

            6.08 Compliance with
Laws.  Comply in all material respects with the requirements of
all Laws and all orders, writs, injunctions and decrees applicable to it or to
its business or property, except in such instances in which (a) such requirement
of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse Effect.
Each Swiss Borrower shall at all times ensure that it complies with the Swiss
Twenty Non-Bank Regulations.

             

            6.09 Books and
Records.  Maintain proper books of record and account, in which
full, true and correct entries in conformity with GAAP consistently applied
shall be made of all financial transactions and matters involving the assets and
business of the Loan Parties or any of the Subsidiaries, as the case may
be.

             

            6.10 Inspection
Rights.  Permit representatives and independent contractors of
the Administrative Agent and each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all
at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to Mettler-Toledo
International at the Lender’s cost; provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of Mettler-Toledo International at any time during
normal business hours and with reasonable advance notice (it being understood
that at least one Business Day advance notice shall constitute reasonable
advance notice).

             

            6.11 Use of
Proceeds.  Use the proceeds of the Credit Extensions to pay
fees and expenses incurred in connection with the transactions contemplated
hereby, and for working capital, capital expenditures and other corporate
purposes not in contravention of any Law or of any Loan Document.

             

            6.12 Approvals and
Authorizations.  Maintain all authorizations, consents,
approvals and licenses from, exemptions of, and filings and registrations with,
each Governmental Authority of the jurisdiction in which each Foreign Obligor is
organized and existing, and all approvals and consents of each other Person in
such jurisdiction, in each case that are required in connection with the Loan
Documents, except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.

             

            ARTICLE
VII.

             

            NEGATIVE
COVENANTS

             

            So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, each Loan Party shall not, nor shall any Loan Party permit
any of the Subsidiaries to, directly or indirectly:

             

            7.01 Liens.  Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the
following:

             

                    (a)    Liens
pursuant to any Loan Document;

             

                    (b)    Liens
existing on the date hereof and listed on Schedule 7.01 and any
renewal or extension thereof (without increase in the amount by more than the
sum of accrued and unpaid interest and normal and customary costs, fees and
expenses payable in connection therewith of the Indebtedness secured
thereby);

             

                    (c)    Liens for
taxes which are not delinquent or remain payable without penalty, or to the
extent non-payment thereof is permitted under Section 6.04; provided that no
notice of lien has been filed or recorded under the Code;

             

                    (d)    landlords’,
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business which are not overdue for a
period of more than 90 days or which are being contested in good faith and by
appropriate proceedings which proceedings have the effect of preventing the
forfeiture of the property subject thereto and for which adequate reserves with
respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;

             

                    (e)    pledges
or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation,
other than any Lien imposed by ERISA;

             

                    (f)    deposits
to secure the performance of bids, trade contracts and leases (other than for
borrowed money), statutory obligations, surety bonds, appeal bonds, performance
bonds and other obligations of a like nature incurred in the ordinary course of
business;

             

                    (g)    easements,
rights-of-way, servitudes, covenants, minor defects or irregularities in title,
restrictions and other similar encumbrances affecting real property which, in
the aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable
Person;

             

                    (h)    Liens
securing judgments for the payment of money not constituting an Event of Default
under Section
8.01(h) or securing appeal or other surety bonds related to such
judgments; provided that the
enforcement of such Liens is effectively stayed;

             

                    (i)    Liens on
the property of a Person existing at the time such Person is merged into or
consolidated with any Loan Party or any Subsidiary of a Loan Party or becomes a
Subsidiary of any Loan Party or on assets acquired by any Loan Party or any
Subsidiary of a Loan Party existing at the time such assets are acquired; provided that such
Liens were not created in contemplation of such merger, consolidation or
acquisition and do not extend to any assets other than those of the Person so
merged or consolidated with such Loan Party or such Subsidiary or acquired by
such Loan Party or such Subsidiary, and the proceeds thereof;

             

                    (j)    purchase
money Liens (including Capitalized Leases and Off-Balance Sheet Obligations)
upon any real or personal property (including Capital Stock) acquired or held by
any Loan Party or any Subsidiary to secure the purchase price of such property
or renewals or extensions of any of the foregoing for the same or a lesser
value; provided, however, that no such
Lien, and no renewal or extension thereof, shall extend to or cover any
properties of any character other than the property being acquired and the
proceeds thereof; provided, further, that (i) the
aggregate principal amount of Indebtedness secured by the Liens referred to in
this subsection (j) shall not exceed 100% of the cost, of the property being
acquired on the date of the acquisition, (ii) such Indebtedness is created and
such Lien attaches to such property concurrently with or within ninety (90) days
of the acquisition thereof, and (iii) such Lien does not at any time encumber
any property other than the property financed by such Indebtedness;

             

                    (k)    any
interest or title of a lessor under any operating lease entered into by any Loan
Party or any Subsidiary in the ordinary course of its business and covering only
the assets so leased;

             

                    (l)    licenses,
operating leases or subleases granted to other Persons in the ordinary course of
business not interfering in any material respect with the business of any Loan
Party or any Subsidiary;

             

                    (m)    Liens
arising from precautionary UCC financing statement filings with respect to
operating leases or consignment arrangements entered into by any Loan Party or
any Subsidiary in the ordinary course of business;

             

                    (n)    Liens in
favor of banking institutions arising by operation of law encumbering deposits
(including the right of set-off) held by such banking institutions incurred in
the ordinary course of business and that are within the general parameters
customary in the banking industry;

             

                    (o)    other
Liens securing Indebtedness not otherwise prohibited under this Agreement in an
aggregate amount not exceeding 10% or more of the Consolidated Net Worth of
Mettler-Toledo International and the Subsidiaries, as such percentage shall be
determined based on the financial statements most recently delivered to the
Administrative Agent pursuant to Section 6.01
hereof;

             

                    (p)    any
encumbrance or restriction (including, without limitation, any put and call
agreements) with respect to the capital stock of any joint venture or Subsidiary
pursuant to the agreement governing such joint venture or
Subsidiary;

             

                    (q)    possessory
rights of customers of the Loan Parties and their Subsidiaries in equipment for
resale arising under leases, bailment arrangements and rental agreements entered
into in the ordinary course of business of such Loan Party or such
Subsidiary;

             

                    (r)    Liens
upon specific items of Inventory and the proceeds thereof securing the
obligations of the Loan Parties or any of their Subsidiaries in respect of
bankers’ acceptances issued or created for the account of the Loan Party or such
Subsidiary to facilitate the purchase, shipment or storage of such
Inventory;

             

                    (s)    Liens
arising in connection with trade letters of credit issued to secure the purchase
of Inventory in the ordinary course of business of the Loan Parties and their
Subsidiaries, provided that such Liens shall cover only the documents in respect
of which such letters of credit were issued, the goods covered thereby and the
insurance proceeds of such goods;

             

                    (t)    security
and other deposits made by the Loan Party or any Subsidiary under the terms of
any lease or sublease of property entered into by the Loan Parties or any such
Subsidiary in the ordinary course of business; or

             

                    (u)    the
replacement, extension or renewal of any Lien permitted by clause (b), (i) or
(j) above upon or in the same property theretofore subject thereto or the
replacement, extension or renewal (without increase in the amount or change in
any direct or contingent obligor) of the Indebtedness secured
thereby.

             

            7.02 Subsidiary
Indebtedness.  Allow the Subsidiaries of Mettler-Toledo
International to create, incur, assume or suffer to exist Indebtedness
(excluding (i) any Indebtedness under this Agreement or any Guarantees in
respect of such Indebtedness and (ii) any Disposal of accounts receivable
pursuant to Section
7.07) in an aggregate principal amount in excess of $125,000,000; provided that such
Indebtedness is unsecured unless such Indebtedness is permitted to be secured
pursuant to Section
7.01.

             

            7.03 Change in Nature of
Business.  Make any material change in the nature of business
conducted by the Loan Parties and the Subsidiaries on the date hereof or any
business substantially related or incidental thereto.

             

            7.04 Transactions with
Affiliates.  Enter into, or cause, suffer or permit to exist,
any arrangement or contract with any of its other Affiliates, whether or not in
the ordinary course of business, other than on fair and reasonable terms in a
comparable arm’s length transaction with a Person other than an Affiliate; provided that the
foregoing restriction shall not apply to transactions between or among the Loan
Parties and any of their wholly-owned Subsidiaries or between and among any
wholly-owned Subsidiaries; provided, further, that nothing
in this Section
7.04 shall restrict (a) compensation, advances or loans payable to
directors or officers of the Loan Parties or Subsidiaries in compliance with
Sarbanes-Oxley; (b) transactions approved by a majority of the disinterested
members of the board of directors of the applicable Loan Party or the applicable
Subsidiary; (c) any sale of equity interests of a Loan Party or a Subsidiary to
an Affiliate; or (d) granting and performance of registration rights on
securities of a Loan Party or a Subsidiary to an Affiliate.

             

            7.05 Burdensome
Agreements.  Enter into any Contractual Obligation that
expressly restricts (a) the ability of any Subsidiary to make Restricted
Payments to Mettler-Toledo International or any other Loan Party, except for
restrictions existing under or by reason of (i) any restrictions with respect to
a Subsidiary imposed pursuant to an agreement which has been entered into in
connection with the disposition of all or substantially all of the Capital Stock
or assets of such Subsidiary; (ii) any debt instrument relating to a Person
which becomes a Subsidiary after the Closing Date; provided that such
restriction is only applicable to such Subsidiary and such instrument was in
existence at the time of such acquisition; (iii) any joint venture documents in
which a Loan Party or Subsidiary is a coventurer; provided that any
such restriction (A) is customary in joint venture agreements, (B) shall not
affect the Loan Parties’ ability to pay the Obligations under this Agreement,
and (C) shall provide that any Restricted Payments made shall be made on a pro
rata basis in accordance with the joint venture ownership interests; (iv) any
restriction resulting from a covenant or an undertaking to maintain a specified
net worth under the terms of any Indebtedness permitted to be incurred pursuant
to this Agreement; or (v) any restrictions on transfers of property covered by
Liens permitted under clauses (b), (i), (j) or (o) of Section 7.01, or (b)
the ability of any Material Subsidiary to Guarantee the Obligations under this
Agreement, or (c) except for Liens on property which are provided to a third
party under clauses (i), (j) or (o) of Section 7.01, the
ability of Mettler-Toledo International or any Subsidiary to create, incur,
assume or suffer to exist Liens on Material Property in favor of the
Administrative Agent on behalf of the Lenders to secure the Obligations under
this Agreement.

             

            7.06 Use of
Proceeds.  Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such
purpose.

             

            7.07 Sales of
Receivables.  Dispose of any of its notes or accounts
receivable unless the amount of outstanding notes or accounts receivable is not
in excess of $100 million at any time; provided that such
disposition is without recourse to any Loan Party or Subsidiary and the sale
does not create obligations that appear on the balance sheet of such Loan Party
or Subsidiary; provided, however, that the
foregoing shall not apply to the Disposal of receivables to any other Loan Party
or Subsidiary.

             

            7.08 ERISA.  Engage in a
transaction among themselves or with any of their ERISA Affiliates that could be
subject to Sections 4069 or 4212(c) of ERISA.

             

            7.09 Change in Accounting
Principles.  Make any material change in accounting principles,
except to the extent required or permitted by GAAP or any applicable Law (so
long as not in contravention of Section 1.03), except
for voluntary, early implementation of Statement No.  123 of the
Financial Account Standards Board and or any other accounting principle that
provides for early or voluntary implementation.

             

            7.10 Limitations on Number of Swingline
Lenders.  Cause or permit any Subsidiary Swingline Borrower (a)
to have more than one Lender at any one time act as a Swingline Lender for such
Subsidiary Swingline Borrower, or (b) to replace an existing Swingline Lender
with a new Swingline Lender unless all Swingline Loans made to such Subsidiary
Swingline Borrower by the existing Swingline Lender have been repaid in full and
satisfactory arrangements have been made with the existing Swingline Lender for
any Subsidiary L/C Obligations of such Subsidiary Swingline
Borrower.

             

            7.11 Financial
Covenants.

             

                    (a)    Consolidated Interest
Coverage Ratio.  Permit the Consolidated Interest Coverage
Ratio as of the end of any fiscal quarter of Mettler-Toledo International to be
less than 3.50 to 1.00.

             

                    (b)    Consolidated Leverage
Ratio.  Permit the Consolidated Leverage Ratio at any time
during any period of four fiscal quarters of Mettler-Toledo International to be
greater than 3.25 to 1.00.

             

            ARTICLE
VIII.

             

            EVENTS
OF DEFAULT AND REMEDIES

             

            8.01 Events of
Default.  Any of the following shall constitute an Event of
Default:

             

                    (a)    Non-Payment.  Any
Borrower or any other Loan Party fails to pay (i) when and as required to be
paid herein, and in the currency required hereunder, any amount of principal of
any Loan or any L/C Obligation, or (ii) within three Business Days after the
same becomes due, any interest on any Loan or on any L/C Obligation, or (iii)
within five Business Days after the same becomes due, any other amount payable
hereunder or under any other Loan Document; or

             

                    (b)    Specific
Covenants.  Any Loan Party fails to perform or observe any
term, covenant or agreement contained in any of Section 6.03, 6.05, 6.10 or 6.11 or Article VII;
or

             

                    (c)    Other
Defaults.  Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days after the earlier of (i) knowledge thereof by any Loan
Party or (ii) the date on which written notice thereof shall have been given to
Mettler-Toledo International by the Administrative Agent or any Lender;
or

             

                    (d)    Representations and
Warranties.  Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of any Loan Party herein,
in any other Loan Document, or in any document delivered in connection herewith
or therewith shall be incorrect or misleading in any material respect when made
or deemed made; or

             

                    (e)    Cross-Default.  (i)
Any Loan Party or any Subsidiary (A) fails to pay any principal of or premium or
interest when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having
an aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $10 million, or (B) fails to observe or perform
any other agreement or condition relating to any such Indebtedness or Guarantee
(other than Indebtedness hereunder or Indebtedness under Swap Contracts) having
an aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated
credit agreement) of more than $25 million, or any other event occurs, and, the
holder or holders of such Indebtedness or the beneficiary or beneficiaries of
such Guarantee (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) have caused, such Indebtedness to be demanded or
to become due or to be repurchased, prepaid, defeased or redeemed (automatically
or otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or (ii)
there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which Mettler-Toledo International or any Subsidiary is the
Defaulting Party (as defined in such Swap Contract) and the Swap Termination
Value owed by Mettler-Toledo International or such Subsidiary as a result
thereof is more than $25 million or (B) any Termination Event (as so defined)
under such Swap Contract as to which Mettler-Toledo International or any
Subsidiary is an Affected Party (as so defined) and the Swap Termination Value
owed by Mettler-Toledo International or such Subsidiary as a result thereof is
more than $10 million; or

             

                    (f)    Insolvency Proceedings,
Etc.  Any Loan Party or any of the Material Subsidiaries
institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors, or applies for
or consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer for it or for all or any material
part of its property; or any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer is appointed without the
application or consent of such Person and the appointment continues undischarged
or unstayed for 90 calendar days; or any proceeding under any Debtor Relief Law
relating to any such Person or to all or any material part of its property is
instituted without the consent of such Person and continues undismissed or
unstayed for 90 calendar days, or an order for relief is entered in any such
proceeding; or

             

                    (g)    Inability to Pay Debts;
Attachment.  (i) Any Loan Party or any of its Material
Subsidiaries becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, or (ii) any writ or warrant of
attachment or execution or similar process is issued or levied against all or
any material part of the property of any such Person and is not released,
vacated or fully bonded within 60 days after its issue or levy; or

             

                    (h)    Judgments.  There
is entered against any Loan Party or any of the Subsidiaries a final judgment or
order for the payment of money in an aggregate amount exceeding the Threshold
Amount (to the extent not covered by independent third-party insurance as to
which the insurer does not dispute coverage) and (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period
of 10 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or

             

                    (i)    ERISA.  (i)
An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of any Loan
Party or any ERISA Affiliate under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due,
after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount;
or

             

                    (j)    Invalidity of Loan
Documents.  Any Loan Document (including, without limitation,
the Guaranty set forth in Article XI hereof),
at any time after its execution and delivery and for any reason other than as
expressly permitted hereunder or satisfaction in full of all the Obligations,
ceases to be in full force and effect in all material respects; or any Loan
Party or any other Person contests in any manner the validity or enforceability
of any Loan Document (including, without limitation, the Guaranty set forth in
Article XI
hereof); or any Loan Party denies that it has any or further liability or
obligation under any Loan Document (including, without limitation, the Guaranty
set forth in Article
XI hereof), or purports to revoke, terminate or rescind any Loan
Document; or

             

                    (k)    Change of
Control.  There occurs any Change of Control.

             

                    (l)    Swiss
Insolvency.
Any Swiss Borrower or Swiss Subsidiary that is a Material Subsidiary is
unable to pay its debts as they fall due (Zahlungsunfähigkeit), is
over-indebted (überschuldet) within the
meaning of Section 725 of the Swiss Code of Obligations, commences negotiations
with one or more of its creditors with a view to the general readjustment or
rescheduling of its indebtedness or makes a general assignment for the benefit
of or a composition with its creditors, for any of the reasons set out in the
Swiss Federal Debt Enforcement and Bankruptcy Law Act, any Swiss Borrower or
Swiss Subsidiary that is a Material Subsidiary files for declaration of
bankruptcy (Antrag auf
Konkurseröffnung) or for a moratorium (Gesuch um Nachlassstundung),
or the board of directors of any Swiss Borrower or Swiss Subsidiary that is a
Material Subsidiary is required by law to file for bankruptcy, any competent
debt enforcement office issues a bankruptcy warning (Konkursandrohung) or summons
to pay based on enforcement proceedings of bills of exchange (Zahlungsbefehl aufgrund
Wechselbetreibung) or the competent court institutes bankruptcy or
moratorium proceedings against any Swiss Borrower or Swiss Subsidiary that is a
Material Subsidiary.

             

            8.02 Remedies Upon Event of
Default.  If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders, take any or all of the following actions:

             

                    (a)    declare
the Commitments of each Lender to make Loans and any obligation of each L/C
Issuer to make L/C Credit Extensions to be terminated, whereupon such
Commitments and obligation shall be terminated;

             

                    (b)    declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrowers;

             

                    (c)    require
that the Applicable Borrowers Cash Collateralize the L/C Obligations (in an
amount equal to the then Outstanding Amount thereof); and

             

                    (d)    exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable Law;

             

            provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to any Borrower under the Bankruptcy Code of the United States, the obligation
of each Lender to make Loans and any obligation of each L/C Issuer to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Applicable
Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the
Administrative Agent or any Lender.

             

            8.03 Application of
Funds.  After the exercise of remedies provided for in Section 8.02 (or
after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 8.02), any
amounts received by the Administrative Agent on account of the Obligations shall
be applied by the Administrative Agent in the following order:

             

            First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including Attorney Costs and amounts payable under Article III) payable
to the Administrative Agent in its capacity as such;

             

            Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal, interest and Letter of Credit Fees) payable to the
Lenders (including Attorney Costs and amounts payable under Article III), ratably
among them in proportion to the respective amounts described in this clause
Second payable
to them;

             

            Third, to payment of
that portion of the Obligations constituting accrued and unpaid Letter of Credit
Fees, interest on the Loans and L/C Borrowings, ratably among the Lenders in
proportion to the respective amounts described in this clause Third payable to
them;

             

            Fourth, to payment of
that portion of the Obligations constituting unpaid principal of the Loans
(including any risk participated Swingline Loan) and L/C Borrowings, ratably
among the Lenders in proportion to the respective amounts described in this
clause Fourth
held by them;

             

            Fifth, to the
Administrative Agent for the account of each L/C Issuer, to Cash Collateralize
that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit; and

             

            Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to
Mettler-Toledo International or as otherwise required by Law.

             

            Notwithstanding
the foregoing, no Non-Global Lender shall receive any amount paid by a Borrower
organized outside of the United States or with respect to any Loan made in an
Alternative Currency. Subject to Section 2.03(c),
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of
Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.

             

            ARTICLE
IX.

             

            ADMINISTRATIVE
AGENT, L/C ISSUERS AND SWINGLINE LENDERS

             

            9.01 Appointment and Authorization of
Administrative Agent.  (a)  Each Lender hereby
irrevocably appoints, designates and authorizes the Administrative Agent to take
such action on its behalf under the provisions of this Agreement and each other
Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental
thereto.  Notwithstanding any provision to the contrary contained
elsewhere herein or in any other Loan Document, the Administrative Agent and any
other Agent-Related Persons shall not have any duties or responsibilities,
except those expressly set forth herein, nor shall the Administrative Agent and
any other Agent-Related Persons have or be deemed to have any fiduciary
relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.  Without limiting the generality of the
foregoing sentence, the use of the term “agent” herein and in the other Loan
Documents with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable Law.  Instead, such term is used merely as
a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting
parties.

             

                    (b)    Each of
the L/C Issuers and each of the Swingline Lenders shall act on behalf of the
Lenders with respect to any Letters of Credit issued by it or any Swingline
Loans made by it, as applicable, and the documents associated therewith, and
each of the L/C Issuers and each of the Swingline Lenders shall have all of the
benefits and immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by any such L/C Issuer or
Swingline Lender in connection with Letters of Credit issued by it or proposed
to be issued by it and the applications and agreements for letters of credit
pertaining to such Letters of Credit or any Swingline Loans made by it, as
applicable, as fully as if the term “Administrative Agent” as used in this Article IX and in the
definition of “Agent-Related Person” included the L/C Issuers and Swingline
Lenders with respect to such acts or omissions, and (ii) as additionally
provided herein with respect to the L/C Issuers and Swingline
Lenders.

             

            9.02 Delegation of
Duties.  The Administrative Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact, including, for the purposes of any Borrowings or payments
in Alternative Currencies or Subsidiary Currencies, such sub-administrative
agents as shall be deemed necessary by the Administrative Agent, and shall be
entitled to advice of counsel and other consultants or experts concerning all
matters pertaining to such duties.  The Administrative Agent shall not
be responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects in the absence of gross negligence or willful
misconduct.  Any such agent, subagent or other Person retained or
employed pursuant to this Section 9.02 shall
have all the benefits and immunities provided to the Administrative Agent in
this Article IX
with respect to any acts taken or omissions suffered by such Person in
connection herewith or therewith, as fully as if the term “Administrative Agent”
as used in this Article IX and the
definition of “Agent-Related Person” included such additional Persons with
respect to such acts or omissions.

             

            9.03 Liability of Administrative
Agent.  No Agent-Related Person shall (a) be liable for any
action taken or omitted to be taken by any of them under or in connection with
this Agreement or any other Loan Document or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct in connection
with its duties expressly set forth herein), or (b) be responsible in any manner
to any Lender or participant for any recital, statement, representation or
warranty made by any Loan Party or any officer thereof, contained herein or in
any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Agreement or any other Loan Document, or the
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure of any Loan Party or
any other party to any Loan Document to perform its obligations hereunder or
thereunder.  No Agent-Related Person shall be under any obligation to
any Lender or participant to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of any Loan Party or any Affiliate thereof.

             

            9.04 Reliance by Administrative
Agent.  (a)  The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
electronic mail message, statement or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including
counsel to any Loan Party), independent accountants and other experts selected
by the Administrative Agent.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under any Loan Document
unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate and, if it so requests, it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such
action.  The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required
Lenders (or such greater number of Lenders as may be expressly required hereby
in any instance) and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders.

             

                    (b)    For
purposes of determining compliance with the conditions specified in Section 4.01, each
Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

             

            9.05 Notice of
Default.  The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default, except with respect to
defaults in the payment of principal, interest and fees required to be paid to
the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or
Mettler-Toledo International referring to this Agreement, describing such
Default and stating that such notice is a “notice of default.” The
Administrative Agent will notify the Lenders of its receipt of any such
notice.  The Administrative Agent shall take such action with respect
to such Default as may be directed by the Required Lenders in accordance with
Article VIII;
provided, however, that unless
and until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable or in the best interest of the Lenders.

             

            9.06 Credit Decision; Disclosure of
Information by Administrative Agent.  Each Lender acknowledges
that no Agent-Related Person has made any representation or warranty to it, and
that no act by the Administrative Agent hereafter taken, including any
confirmation of any Applicant Borrower as a Swingline Borrower pursuant to Section 2.14(b), any
Applicant Revolving Borrower as a Revolving Borrower pursuant to Section 2.16(a) or
any consent to and acceptance of any assignment or review of the affairs of any
Loan Party or any Affiliate thereof, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender as to any
matter, including whether Agent-Related Persons have disclosed material
information in their possession.  Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and the Subsidiaries, and all applicable
bank or other regulatory Laws relating to the transactions contemplated hereby,
and made its own decision to enter into this Agreement, to extend credit to the
Borrowers and to extend credit to any Swingline Borrower pursuant to Section 2.14 or to
any Revolving Borrower pursuant to Section 2.16, which
credit is supported by the Guaranty.  Each Lender also represents that
it will, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of each Borrower.  Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the
Administrative Agent herein, the Administrative Agent shall not have any duty or
responsibility to provide, and shall not be liable for the failure to provide,
any Lender with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of any of the Loan Parties or any of their respective
Affiliates which may come into the possession of any Agent-Related
Person.

             

            9.07 Indemnification of Administrative
Agent.  Whether or not the transactions contemplated hereby are
consummated, the Lenders shall indemnify upon demand each Agent- Related Person
(to the extent not reimbursed by Mettler-Toledo International on behalf of the
Loan Parties or by each of the Loan Parties in their ratable share and without
limiting the obligation of Mettler-Toledo International on behalf of the Loan
Parties or each of the Loan Parties to do so in their ratable share), pro rata,
and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided, however, that (a) no
Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person’s own gross negligence or willful misconduct;
provided, however, that no
action taken in accordance with the directions of the Required Lenders shall be
deemed to constitute gross negligence or willful misconduct for purposes of this
Section 9.07,
and (b) no Lender shall be liable for the payment of any portion of an
Indemnified Liability pursuant to this Section 9.07 unless
such Indemnified Liability was incurred by the Administrative Agent in its
capacity as such or by another Agent-Related Person acting for the
Administrative Agent in such capacity.  In the case of any
investigation, litigation or proceeding giving rise to Indemnified Liabilities,
this Section
9.07 applies whether any such investigation, litigation or proceeding is
brought by any Lender or any other Person.  Without limitation of the
foregoing, each Lender shall reimburse the Administrative Agent upon demand for
its ratable share of any costs or out-of-pocket expenses (including Attorney
Costs) incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any other
Loan Document, or any document contemplated by or referred to herein, to the
extent that the Administrative Agent is not reimbursed for such expenses by
Mettler-Toledo International on behalf of the Loan Parties or by each of the
Loan Parties in their ratable share.  The undertaking in this Section 9.07 shall
survive termination of the Aggregate Commitments, the payment of all other
Obligations and the resignation of the Administrative Agent.

             

            9.08 Administrative Agent in its
Individual Capacity.  JPMorgan and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with each of the Loan Parties
and their respective Affiliates as though JPMorgan were not the Administrative
Agent or an L/C Issuer hereunder and without notice to or consent of the
Lenders.  The Lenders acknowledge that, pursuant to such activities,
JPMorgan or its Affiliates may receive information regarding any Loan Party or
its Affiliates (including information that may be subject to confidentiality
obligations in favor of such Loan Party or such Affiliate) and acknowledge that
the Administrative Agent shall be under no obligation to provide such
information to them.  With respect to its Loans, JPMorgan shall have
the same rights and powers under this Agreement as any other Lender and may
exercise such rights and powers as though it were not the Administrative Agent
or an L/C Issuer, and the terms “Lender” and “Lenders” include JPMorgan in its
individual capacity.

             

            9.09 Successor Administrative
Agent.  The Administrative Agent may resign as Administrative
Agent upon 30 days’ notice to the Lenders; provided that any
such resignation by JPMorgan shall also constitute its resignation as the L/C
Issuer for the Revolving Borrowers.  The Administrative Agent may not
be removed without its consent. If the Administrative Agent resigns under this
Agreement, the Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders, which successor administrative agent shall
be consented to by Mettler-Toledo International at all times other than during
the existence of a Default (which consent of Mettler- Toledo International shall
not be unreasonably withheld or delayed).  If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and Mettler-Toledo International, a successor
administrative agent from among the Lenders.  Upon the acceptance of
its appointment as successor administrative agent hereunder, the Person acting
as such successor administrative agent shall succeed to all the rights, powers
and duties of the retiring Administrative Agent and L/C Issuer for the Revolving
Borrowers and the respective terms “Administrative Agent” and “L/C Issuer” shall
mean such successor administrative agent and Letter of Credit issuer for the
Revolving Borrowers and the retiring Administrative Agent’s appointment, powers
and duties as Administrative Agent shall be terminated and such retiring L/C
Issuer’s rights, powers and duties as such shall be terminated, without any
other or further act or deed on the part of such retiring L/C Issuer for the
Revolving Borrowers or any other Lender, other than the obligation of the
successor L/C Issuer for the Revolving Borrowers to issue letters of credit in
substitution for the Letters of Credit issued for the accounts of Revolving
Borrowers, if any, outstanding at the time of such succession or to make other
arrangements satisfactory to the retiring L/C Issuer for the Revolving Borrowers
to effectively assume the obligations of such retiring L/C Issuer with respect
to such Letters of Credit.  After any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and
10.05 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement.  If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent’s notice of
resignation, the retiring Administrative Agent’s resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.

             

            9.10 Administrative Agent May File Proofs
of Claim.  In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C
Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have
made any demand on any Loan Party) shall be entitled and empowered, by
intervention in such proceeding or otherwise, as follows:

             

                    (a)    to file
and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under Sections 2.03(i) and
(j), 2.09 and 10.04) allowed in
such judicial proceeding; and

             

                    (b)    to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

             

            and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and
10.04.

             

            Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or to authorize the Administrative Agent to vote in
respect of the claim of any Lender in any such proceeding.

             

            9.11 Other Agents; Arrangers and
Managers.  None of the Lenders or other Persons, if any,
identified on the facing page or signature pages of this Agreement as a
“syndication agent,” “documentation agent,” “co-agent,” “book manager,”
“bookrunner,” “lead manager,” “arranger,” “lead arranger”, “co-arranger” or
“joint-lead arranger” shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than, in the case of such
Lenders, those applicable to all Lenders as such.  Without limiting
the foregoing, none of the Lenders or other Persons so identified shall have or
be deemed to have any fiduciary relationship with any Lender.  Each
Lender acknowledges that it has not relied, and will not rely, on any of the
Lenders or other Persons so identified in deciding to enter into this Agreement
or in taking or not taking action hereunder.

             

            ARTICLE
X.

             

            MISCELLANEOUS

             

            10.01 Amendments, Etc.  No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by Mettler-Toledo International or any
other Loan Party therefrom, shall in any event be effective unless the same
shall be in writing, signed by the Required Lenders and Mettler-Toledo
International on behalf of all the Loan Parties, as the case may be, and
acknowledged by the Administrative Agent, and then each such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no such
amendment, waiver or consent shall:

             

                    (a)    extend or
increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Sections
2.06 or 8.02) without the
written consent of such Lender;

             

                    (b)    postpone
any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them)
hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby;

             

                    (c)    reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any
accrued interest, fees or other amounts payable hereunder or under any other
Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only
the consent of the Required Lenders shall be necessary (i) to amend the
definition of “Default Rate” or to waive any obligation of any Borrower to pay
interest or Letter of Credit Fees at the Default Rate or (ii) to amend any
financial covenant hereunder (or any defined term used therein) even if the
effect of such amendment would be to reduce the rate of interest on any Loan or
L/C Borrowing or to reduce any fee payable hereunder;

             

                    (d)    change
Section 2.13,
the second to the last sentence of Section 2.12(a) or
Section 8.03 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender;

             

                    (e)    amend
Section 1.07 or
the definition of “Alternative Currency” without the written consent of each
Global Lender and, if such amendments result in the inclusion of Dollars within
the definition of “Alternative Currency”, each Non-Global Lender;

             

                    (f)    change
any provision of this Section 10.01 or the
definition of “Required Lenders” or any other provision of this Agreement
specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any
consent hereunder, without the written consent of each Lender;

             

                    (g)    release
Mettler-Toledo International from the Guaranty without the written consent of
each Lender; or

             

                    (h)    change
the status of any Lender from a Non-Global Lender to a Global Lender, or from a
Global Lender to a Non-Global Lender, without the consent of such
Lender.

             

            and,
provided further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the
applicable L/C Issuer in addition to the Lenders required above, affect the
rights or duties of such L/C Issuer under this Agreement or any Letter of Credit
Application relating to any Letter of Credit issued or to be issued by it; (ii)
no amendment, waiver or consent shall, unless in writing and signed by the
applicable Swingline Lender in addition to the Lenders required above, affect
the rights or duties of such Swingline Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto; provided, further, for purposes
of determining whether the Required Lenders have approved an amendment, waiver
or consent, the Dollar Equivalent of all Eurocurrency Rate Loans or Non-U.S.
Dollar Swingline Loans shall be calculated as of the date immediately preceding
the effective date of such amendment, waiver or
consent.  Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.

             

            In the
event that any waiver, amendment or modification requires the prior written
consent of each Lender pursuant to this Section 10.01, and
Mettler-Toledo International has obtained the approval of all but one Lender,
Mettler-Toledo International shall have the right to replace such non-consenting
Lender in accordance with Section
10.16.

             

            10.02 Notices and Other Communications;
Facsimile Copies.

             

                    (a)    General.  Unless
otherwise expressly provided herein, all notices and other communications
provided for hereunder shall be in writing (including by facsimile
transmission).  All such written notices shall be mailed, faxed or
delivered to the applicable address, facsimile number or (subject to subsection
(c) below) electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:

             

                    (i)    if to the
Borrowers, the Guarantor, the Administrative Agent, JPMorgan, as L/C Issuer for
the Revolving Borrowers, or JPMEL, to the address, facsimile number, electronic
mail address or telephone number specified for such Person on Schedule 10.02 or to
such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such party in a notice to the other parties;
and

             

                    (ii)    if to any
other Lender (including any other L/C Issuer or any Swingline Lender), to the
address, facsimile number, electronic mail address or telephone number specified
in its Administrative Questionnaire or to such other address, facsimile number,
electronic mail address or telephone number as shall be designated by such party
in a notice to Mettler-Toledo International, the Administrative Agent, the
applicable L/C Issuer and the applicable Swingline Lender.

             

            Notices
sent by hand or overnight courier service, or mailed, shall be deemed to have
been given when received; notices sent by facsimile shall be deemed to have been
given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the
next business day for the recipient).  Notices delivered through
electronic communications to the extent provided in subsection (b) below, shall
be effective as provided in such subsection (b).

             

                    (b)    Electronic
Communications.  Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent; provided that the
foregoing shall not apply to notices to any Lender pursuant to Article II if such
Lender has notified the Administrative Agent that it is incapable of receiving
notices under such Article II by
electronic communication.  The Administrative Agent or Mettler-Toledo
International (on behalf of itself and the other Loan Parties) may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

             

                    (c)    Effectiveness of Facsimile
Documents and Signatures.  Loan Documents may be transmitted
and/or signed by facsimile.  The effectiveness of any such documents
and signatures shall, subject to applicable Law, have the same force and effect
as manually-signed originals and shall be binding on all Loan Parties, the
Administrative Agent and the Lenders.  The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile document or signature.

             

                    (d)    The
Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”
THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS
OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR
THE PLATFORM.  In no event shall the Administrative Agent or any of
its Related Parties (collectively, the “Agent Parties”) have
any liability to any Borrower, any Lender, the L/C Issuer or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of any Borrower’s or the Administrative
Agent’s transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined
by a court of competent jurisdiction by a final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Agent
Party; provided, however, that in no
event shall any Agent Party have any liability to any Borrower, any Lender, the
L/C Issuer or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).

             

                    (e)    Reliance by Administrative
Agent and Lenders.  The Administrative Agent and the Lenders
shall be entitled to rely and act upon any notices (including telephonic Loan
Notices and telephonic swingline loan notices) purportedly given by or on behalf
of any Loan Party even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof.  Mettler-Toledo
International (without limiting the liability of each of the other Loan Parties
to do so in their ratable share) shall indemnify each Agent-Related Person and
each Lender from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of any
Loan Party.  All telephonic notices to and other communications with
the Administrative Agent may be recorded by the Administrative Agent, and each
of the parties hereto hereby consents to such recording.

             

            10.03 No Waiver; Cumulative
Remedies.  No failure by any Lender or the Administrative Agent
to exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.  The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by Law.

             

            10.04 Attorney Costs and
Expenses.  The Borrowers shall be jointly and severally liable
for their ratable share of the Attorney Costs and expenses set forth in this
Section 10.04,
and Mettler-Toledo International agrees (a) to pay or reimburse the
Administrative Agent for all reasonable costs and expenses incurred in
connection with the development, preparation, negotiation and execution of the
commitment letter related to this Agreement, the Fee Letter, this Agreement and
the other Loan Documents, the syndication of the Loans, the due diligence
related thereto, and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all reasonable
Attorney Costs, whether invoiced for payment at the Closing or subsequently
invoiced, and (b) to pay or reimburse the Administrative Agent and each Lender
for all costs and expenses incurred in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this
Agreement or the other Loan Documents (including all such costs and expenses
incurred during any “workout” or restructuring in respect of the Obligations and
during any legal proceeding, including any proceeding under any Debtor Relief
Law), including all Attorney Costs.  The foregoing costs and expenses
shall include all reasonable search, filing, recording, title insurance and
appraisal charges and fees and taxes related thereto, and other out-of-pocket
expenses incurred by the Administrative Agent and the reasonable cost of
independent public accountants and other outside experts retained by the
Administrative Agent or any Lender.  All amounts due under this Section 10.04 shall
be payable within thirty days after demand therefor.  The agreements
in this Section
10.04 shall survive the termination of the Aggregate Commitments and
repayment of all other Obligations.

             

            10.05 Indemnification by the
Borrowers.  Whether or not the transactions contemplated hereby
are consummated, Mettler-Toledo International (without limiting the liability of
each of the other Loan Parties to do so in their ratable share) will indemnify
and hold harmless each Agent-Related Person, each Lender and their respective
Affiliates and their officers, directors, employees, counsel, agents and
advisors and attorneys-in-fact (collectively the “Indemnitees”) from
and against any and all losses, liabilities, obligations, claims, damages,
penalties, demands, actions, judgments, suits, costs, expenses and disbursements
(including Attorney Costs) of any kind or nature whatsoever which may at any
time be imposed on, incurred by or asserted against any such Indemnitee in any
way relating to or arising out of or in connection with (a) the commitment
letter related to this Agreement, including, without limitation, the syndication
and arrangement of the Loans, (b) the execution, delivery, enforcement,
performance or administration of any Loan Document or any other agreement,
letter or instrument delivered in connection with the transactions contemplated
thereby or the consummation of the transactions contemplated thereby, or in the
case of the Administrative Agent (and any sub-agent thereof) and its
Agent-Related Persons Parties only, the administration of this Agreement and the
other Loan Documents or any other agreement, letter or instrument delivered in
connection with the transactions contemplated hereby or thereby, (c) any
Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the L/C Issuer to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit), (d) any
actual or alleged presence or release of Hazardous Materials on or from any
property currently or formerly owned or operated by any of the Loan Parties or
any of their respective Subsidiaries, or any Environmental Liability related in
any way to any of the Loan Parties or any of their respective Subsidiaries or
(e) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory (including any investigation of, preparation for, or defense of any
pending or threatened claim, investigation, litigation or proceeding) and
regardless of whether any Indemnitee is a party thereto (all the foregoing,
collectively, the “Indemnified
Liabilities”), in all cases, whether or not caused by or arising, in
whole or in part, out of the negligence of the Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, liabilities, obligations, claims, damages, penalties, demands, actions,
judgments, suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee.  No
Indemnitee shall be liable for any damages arising from the use by others of any
information or other materials obtained through the internet or intranet
websites or other similar information transmission systems in connection with
this Agreement, nor shall any Indemnitee have any liability for any indirect or
consequential damages relating to this Agreement or any other Loan Document or
arising out of its activities in connection herewith or therewith (whether
before or after the Closing Date).  In the case of an investigation,
litigation or proceeding to which the indemnity in this Section 10.05
applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any of the Loan Parties or any of their
respective Subsidiaries, their directors, stockholders or auditors or an
Indemnitee or any other Person, whether or not any Indemnitee is otherwise a
party thereto and whether or not any of the transactions contemplated hereunder
or under any of the other Loan Documents are consummated.  All amounts
due under this Section
10.05 shall be payable within thirty days after demand
therefor.  The agreements in this Section 10.05 shall
survive the resignation of the Administrative Agent, the replacement of any
Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

             

            10.06 Payments Set
Aside.  To the extent that any payment by or on behalf of any
Borrower is made to the Administrative Agent or any Lender, or the
Administrative Agent or any Lender exercises its right of set-off, and such
payment or the proceeds of such set-off or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share of any amount so recovered from or repaid
by the Administrative Agent, plus interest thereon
from the date of such demand to the date such payment is made at a rate per
annum equal to the applicable Overnight Rate from time to time in effect, in the
applicable currency of such recovery or payment.

             

            10.07 Successors and
Assigns.  (a)  The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Loan Party
may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of subsection (b) of this
Section 10.07,
(ii) by way of participation in accordance with the provisions of subsection (d)
of this Section
10.07, or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section 10.07 and, to
the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this
Agreement.

             

                    (b)    Any
Lender may at any time assign to one or more Eligible Assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swingline Loans) at the time owing to
it); provided
that (i) except in the case of an assignment of the entire remaining amount of
the assigning Lender’s Commitment and the Loans at the time owing to it or in
the case of an assignment to a Lender or an Affiliate of a Lender or an Approved
Fund with respect to a Lender, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder), or if the Commitment is not
then in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment, determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5 million unless each
of the Administrative Agent and, so long as no Event of Default has occurred and
is continuing, Mettler-Toledo International otherwise consents (each such
consent not to be unreasonably withheld or delayed), (ii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to
the Loans or the Commitment assigned, except that this clause (ii) shall not
apply to rights in respect of Swingline Loans or Subsidiary L/C Obligations,
(iii) any assignment of a Commitment must be approved by the Administrative
Agent, the L/C Issuer and, unless the Person that is the proposed assignee is
itself a Lender or an Affiliate of a Lender or an Approved Fund with respect to
a Lender (whether or not the proposed assignee would otherwise qualify as an
Eligible Assignee), and so long as no Event of Default has occurred and is
continuing, Mettler-Toledo International (each such consent not to be
unreasonably withheld or delayed), (iv) the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $2,500, except that such fee
shall be waived for assignments of a Lender to an Affiliate of such Lender, (v)
a Lender may only assign or transfer any of such Lender’s rights and benefits in
respect of a Loan made to any Swiss Borrower to an assignee which is a Swiss
Qualifying Bank, and each such assignee shall provide a tax certificate required
under Swiss law in substantially the form attached as Exhibit N hereto,
(vi) the minimum amount of any rights or obligations assigned, transferred or
disposed of in respect of a Loan shall be at least 50,000 EUR (or the
equivalent), and (vii) a Global Lender shall only assign its rights, duties and
obligations to an Eligible Assignee that agrees to become and shall be a Global
Lender, and a Non-Global Lender shall only assign its rights, duties and
obligations to an Eligible Assignee that agrees to become and shall be a
Non-Global Lender.  Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section 10.07, from
and after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to
facts and circumstances occurring prior to the effective date of such
assignment).  Upon request, each Borrower (at its expense) shall
execute and deliver a Note to the assignee Lender.  Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with subsection (d) of this Section
10.07.

             

                    (c)    The
Administrative Agent, acting solely for this purpose as an agent of the
Borrowers, shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive absent manifest error, and the
Borrowers, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrowers and the L/C Issuer, at any reasonable time and from time to time upon
reasonable prior notice.  In addition, at any time that a request for
a consent or a material or substantive change to the Loan Documents is pending,
any Lender may request and receive a copy of the Register from the
Administrative Agent.

             

                    (d)    Any
Lender may at any time, without the consent of, or notice to, any Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or any Borrower or any of the Borrowers’ Affiliates or
Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it);
provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) the Borrowers, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this
Agreement, (iv) a Lender or Participant, as the case may be, may only sell
participations to one or more Swiss Qualifying Banks in respect of a Loan made
to any Swiss Borrower and each participant shall provide a tax certificate
required under Swiss law in substantially the form attached as Exhibit N hereto, and
(v) the minimum amount of any rights or obligations sold or participated in
respect of a Loan shall be at least 50,000 EUR (or the
equivalent).  Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 10.01 that
directly affects such Participant.  Subject to subsection (e) of this
Section 10.07,
each Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.01,
3.04 and 3.05 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to subsection (b) of this Section
10.07.  To the extent permitted by Law, each Participant also
shall be entitled to the benefits of Section 10.09 as
though it were a Lender; provided such
Participant agrees to be subject to Section 2.13 as
though it were a Lender.

             

                    (e)    A
Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with Mettler-Toledo International’s prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.01 unless
Mettler-Toledo International is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers, to
comply with Section
10.15 as though it were a Lender.

             

                    (f)    Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement (including under its Note(s), if any)
to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank; provided that no such
pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

             

                    (g)    As used
herein, the following terms have the following meanings:

             

            “Eligible Assignee”
means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund, and
(iv) any other Person (other than a natural person) approved by (A) the
Administrative Agent, (B) the L/C Issuer, and (C) unless an Event of Default has
occurred and is continuing, Mettler-Toledo International (each such approval not
to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include any of the
Borrowers or any of the Borrowers’ Affiliates or Subsidiaries; and provided further, however, that an
Eligible Assignee shall include only a Lender, an Affiliate of a Lender or
another Person, (i) which, through its Lending Offices, is capable of lending to
the relevant Borrowers without the imposition of any Taxes or additional Taxes,
as the case may be and (ii) to the extent that such Person is to be a Swingline
Lender, which through its lending office, is capable of lending the applicable
Subsidiary Currency to the relevant Subsidiary Swingline Borrower without the
imposition of any Taxes or additional Taxes, as the case may be.

             

            “Fund” means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.

             

            “Approved Fund” means
any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a
Lender or (iii) an entity or an Affiliate of an entity that administers or
manages a Lender.

             

                    (h)    Notwithstanding
anything to the contrary contained herein, if at any time JPMorgan or any
Swingline Lender assigns all of its Commitment and Loans pursuant to subsection
(b) above, (i) JPMorgan or such Swingline Lender, as applicable, may, upon 30
days’ notice to Mettler-Toledo International and the Lenders, resign as L/C
Issuer and/or (ii) such Swingline Lender may, upon 30 days’ notice to
Mettler-Toledo International and the Lenders, resign as Swingline
Lender.  In the event of any such resignation as L/C Issuer or
Swingline Lender, Mettler-Toledo International shall be entitled to appoint from
among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, however, that no
failure by Mettler-Toledo International to appoint any such successor shall
affect the resignation of JPMorgan or such Swingline Lender as L/C Issuer or the
resignation of such Swingline Lender as Swingline Lender, as the case may
be.  If JPMorgan or a Swingline Lender resigns as L/C Issuer, it shall
retain all the rights and obligations of the L/C Issuer hereunder with respect
to all Letters of Credit issued by it which are outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)).  If a Swingline Lender resigns as Swingline Lender,
it shall retain all the rights of the Swingline Lender provided for hereunder
with respect to Swingline Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Lenders to make
Eurocurrency Rate Loans or fund risk participations in outstanding Swingline
Loans pursuant to Section
2.04(e).

             

            10.08 Confidentiality.  Pursuant
to Mettler-Toledo International’s request, each of the Administrative Agent and
the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates
and to the partners, directors, officers, employees, agents, advisors and
representatives of the Administrative Agent, the Lenders and their respective
Affiliates (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential in accordance with the provisions of this
Section 10.08),
(b) to the extent requested by any regulatory authority purporting to have
jurisdiction over it or its Affiliates (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (c) to the extent
required by applicable Laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the exercise of
any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section 10.08, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to a Borrower and its obligations, (g) with the consent of
Mettler-Toledo International or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section 10.08 or (y)
becomes available to the Administrative Agent or any Lender on a nonconfidential
basis from a source other than Mettler- Toledo International or any of its
Subsidiaries or Affiliates.

             

            For
purposes of this Section 10.08, “Information” means
all information received from any Loan Party relating to any Loan Party or any
of its businesses, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by any Loan Party; provided that, in the
case of information received from a Loan Party after the date hereof, such
information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section 10.08 shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential
information.

             

            Each of
the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a)
the Information may include material non-public information concerning the
Borrowers, (b) it has developed compliance procedures regarding the use of
material non-public information and (c) it will handle such material non-public
information in accordance with applicable Law, including Federal and state
securities Laws.

             

            In
addition, the Administrative Agent may disclose to any agency or organization
that assigns standard identification numbers to loan facilities such basic
information describing the facilities provided hereunder as is necessary to
assign unique identifiers (and, if requested, supply a copy of this Agreement),
it being understood that the Person to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to make
available to the public only such Information as such Person normally makes
available in the course of its business of assigning identification
numbers.

             

            10.09 Set-off.  In
addition to any rights and remedies of the Lenders provided by Law, upon the
occurrence and during the continuance of any Event of Default, each Lender is
authorized at any time and from time to time, without prior notice to
Mettler-Toledo International or any other Loan Party, any such notice being
waived by Mettler-Toledo International (on its own behalf and on behalf of each
other Loan Party) to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held by, and other indebtedness at any time owing by, such Lender to
or for the credit or the account of the respective Loan Parties against any and
all Obligations owing to such Lender hereunder or under any other Loan Document,
now or hereafter existing, irrespective of whether or not the Administrative
Agent or such Lender shall have made demand under this Agreement or any other
Loan Document and although such Obligations may be contingent or unmatured or
denominated in a currency different from that of the applicable deposit or
indebtedness.  Each Lender agrees promptly to notify Mettler-Toledo
International and the Administrative Agent after any such set-off and
application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.

             

            10.10 Interest Rate
Limitation.  Notwithstanding anything to the contrary contained
in any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the maximum rate of non-usurious interest permitted
by applicable Law (the “Maximum
Rate”).  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Applicable Borrower.  In determining
whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.

             

            10.11 Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

             

            10.12 Integration.  This
Agreement, together with the other Loan Documents, comprises the complete and
integrated agreement of the parties on the subject matter hereof and thereof and
supersedes all prior agreements, written or oral, on such subject
matter.  In the event of any conflict between the provisions of this
Agreement and those of any other Loan Document, the provisions of this Agreement
shall control; provided that the
inclusion of supplemental rights or remedies in favor of the Administrative
Agent or the Lenders in any other Loan Document shall not be deemed a conflict
with this Agreement.  Each Loan Document was drafted with the joint
participation of the respective parties thereto and shall be construed neither
against nor in favor of any party, but rather in accordance with the fair
meaning thereof.

             

            10.13 Survival of Representations and
Warranties.  All representations and warranties made hereunder
and in any other Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and
delivery hereof and thereof.  Such representations and warranties have
been or will be relied upon by the Administrative Agent and each Lender,
regardless of any investigation made by the Administrative Agent or any Lender
or on their behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default at the time of any Credit
Extension, and shall continue in full force and effect as long as any Loan or
any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter
of Credit shall remain outstanding.

             

            10.14 Severability.  If
any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall
not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to
that of the illegal, invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

             

            10.15 Tax
Forms.  (a)  (i)  Each Lender represents
and warrants that on the date hereof such Lender is either incorporated or
formed under the laws of the United States or a state thereof or is entitled to
submit a form identified in this Section 10.15(a),
which would entitle such Lender to a complete exemption from
U.S.  federal withholding tax on payments by each Borrower under this
Agreement.  Each Lender that is not a “United States person” within
the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”)
shall deliver to the Administrative Agent, prior to receipt of any payment
subject to withholding under the Code (or upon accepting an assignment of an
interest herein), two duly signed completed copies of either IRS Form W-8BEN or
any successor thereto (relating to such Foreign Lender and entitling it to an
exemption from, or reduction of, withholding tax on all payments to be made to
such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form
W-8ECI or any successor thereto (relating to all payments to be made to such
Foreign Lender by the Borrowers pursuant to this Agreement) or such other
evidence satisfactory to Mettler-Toledo International and the Administrative
Agent that such Foreign Lender is entitled to an exemption from, or reduction
of, U.S. withholding tax, including, in the case of a Foreign Lender claiming an
exemption pursuant to Section 881(c) of the Code, a Form W-8BEN (or any
successor thereto) and a certificate representing that such Foreign Lender is
not a bank for purposes of Section 881(c) of the Code and fully eligible for the
portfolio interest exception, in either case properly completed and duly
executed by such Foreign Lender claiming complete exemption from U.S. federal
withholding tax on payments by each Borrower under this Agreement; provided, however, that in the
event that a Foreign Lender is not a corporation for U.S. federal income tax
purposes, such Foreign Lender agrees to take any actions necessary, and to
deliver all additional (or alternative) Internal Revenue Service forms necessary
to fully establish such Foreign Lender’s entitlement to a complete exemption
from withholding of U.S. taxes on all amounts to be received by such Foreign
Lender pursuant to this Agreement (including causing its partners, members,
beneficiaries or owners, and their beneficial owners, to take any actions and
deliver any forms necessary to establish such exemption).  Thereafter
and from time to time, each such Foreign Lender shall (A) promptly submit to the
Administrative Agent such additional duly completed and signed copies of one of
such forms (or such successor forms as shall be adopted from time to time by the
relevant United States taxing authorities) as may then be available under then
current United States Laws and regulations to avoid, or such evidence as is
satisfactory to Mettler-Toledo International and the Administrative Agent of any
available exemption from or reduction of, United States withholding taxes in
respect of all payments to be made to such Foreign Lender by the Borrowers
pursuant to this Agreement, (B) promptly notify the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (C) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the redesignation of its Lending Office) to
avoid any requirement of applicable Law that any Borrower make any deduction or
withholding for taxes from amounts payable to such Foreign Lender.

             

                    (ii)    Each
Foreign Lender, to the extent it does not act or ceases to act for its own
account with respect to any portion of any sums paid or payable to such Lender
under any of the Loan Documents (for example, in the case of a typical
participation by such Lender), shall deliver to the Administrative Agent on the
date when such Foreign Lender ceases to act for its own account with respect to
any portion of any such sums paid or payable, and at such other times as may be
necessary in the determination of the Administrative Agent (in the reasonable
exercise of its discretion), (A) two duly signed completed copies of the forms
or statements required to be provided by such Lender as set forth above, to
establish the portion of any such sums paid or payable with respect to which
such Lender acts for its own account that is not subject to U.S. withholding
tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any
successor thereto), together with any information such Lender chooses to
transmit with such form, and any other certificate or statement of exemption
required under the Code, to establish that such Lender is not acting for its own
account with respect to a portion of any such sums payable to such
Lender.

             

                    (iii)    No
Borrower shall be required to indemnify any Foreign Lender or to pay any
additional amount to any Foreign Lender under Section 3.01 (A) with
respect to any Taxes required to be deducted or withheld on the basis of the
information, certificates or statements of exemption such Lender transmits with
an IRS Form W-8IMY pursuant to this Section 10.15(a) or
(B) if such Lender shall have failed to satisfy the foregoing provisions of this
Section
10.15(a); provided that if such
Lender shall have satisfied the requirement of this Section 10.15(a) on
the date such Lender became a Lender and any date such Lender has ceased to act
for its own account with respect to any payment under any of the Loan Documents,
nothing in this Section 10.15(a)
shall relieve any Borrower of its obligation to pay any amounts pursuant to
Section 3.01 in
the event that, as a result of any change in any applicable law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender or other Person for the account of which
such Lender receives any sums payable under any of the Loan Documents is not
subject to withholding or is subject to withholding at a reduced rate; and provided further that if the
L/C Issuer shall issue, amend or extend any Letter of Credit from a branch or
other office in any jurisdiction at the request of (or with the consent of)
Mettler-Toledo International and the L/C Issuer has notified Mettler-Toledo
International that it shall not be lawfully able or entitled to satisfy the
requirements of this Section 10.15(a) at
the time of issuance, amendment or extension of any Letter of Credit by reason
of the selection of such branch or office in such jurisdiction, nothing in this
Section
10.15(a) shall relieve the Borrowers of their obligation to pay any
amounts pursuant to Section 3.01 owing to
the L/C Issuer.

             

                 (iv)    The
Administrative Agent may, without reduction, withhold any Taxes required to be
deducted and withheld from any payment under any of the Loan Documents with
respect to which any Borrower is not required to pay additional amounts under
Section 3.01 or
this Section
10.15(a).

             

                    (b)    Upon the
request of the Administrative Agent, each Lender that is a “United States
person” within the meaning of Section 7701(a)(30) of the Code, and is not an
exempt recipient of payments hereunder within the meaning of Treasury Regulation
Section 1.6049-4(c), shall deliver to the Administrative Agent two duly signed
completed copies of IRS Form W-9 certifying that such Lender is not subject to
back-up withholding.  If such Lender fails to deliver such forms, then
the Administrative Agent may withhold from any interest payment to such Lender
an amount equivalent to the applicable back-up withholding tax imposed by the
Code, without reduction.

             

                    (c)    If any
Governmental Authority asserts that the Administrative Agent or any Borrower did
not properly withhold or backup withhold, as the case may be, any Tax or other
amount from payments made to or for the account of any Lender, such Lender
shall, subject to Section 3.01(d),
indemnify the Administrative Agent or such Borrower therefor, including all
penalties and interest, any Taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent or such Borrower under this Section 10.15, and
costs and expenses (including Attorney Costs) of the Administrative Agent or
such Borrower.  The obligation of the Lenders under this Section 10.15 shall
survive the termination of the Aggregate Commitments, repayment of all other
Obligations hereunder and the resignation of the Administrative
Agent.

             

            10.16 Replacement of
Lenders.  Under any circumstances set forth herein providing
that Mettler-Toledo International shall have the right to replace a Lender as a
party to this Agreement, Mettler-Toledo International may, upon notice to such
Lender and the Administrative Agent, replace such Lender by causing such Lender
to assign its Commitment (with the assignment fee to be paid by Mettler-Toledo
International in such instance) pursuant to Section 10.07(b) to
one or more other Lenders or Eligible Assignees procured by Mettler-Toledo
International; provided that no
Default shall have occurred and be continuing at the time of such replacement
and such replacement does not conflict with any Law.  The Borrowers
shall pay in full all principal owing to such Lender as of the date of
replacement (including any amounts payable pursuant to Section 3.05); and
the Borrowers shall (a) provide appropriate assurances and indemnities (which
may include letters of credit) to the applicable L/C Issuer and the applicable
Swingline Lender as each may reasonably require with respect to any continuing
obligation to fund participation interests in any L/C Obligations or any
Swingline Loans then outstanding, and (b) release such Lender from its
obligations under the Loan Documents.  Any Lender being replaced shall
execute and deliver an Assignment and Assumption with respect to such Lender’s
Commitment and outstanding Loans and participations in L/C Obligations and
Swingline Loans.

             

            10.17  Governing
Law.  (a)  THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE; PROVIDED THAT THE
ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.

             

                    (b)    ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE LOAN PARTIES, THE
ADMINISTRATIVE AGENT AND LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH
LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR
OTHER DOCUMENT RELATED THERETO.  EACH LOAN PARTY, THE ADMINISTRATIVE
AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

             

                    (c)    EACH LOAN
PARTY, OTHER THAN METTLER-TOLEDO INTERNATIONAL, HEREBY IRREVOCABLY APPOINTS
METTLER-TOLEDO INTERNATIONAL AS ITS AUTHORIZED AGENT WITH ALL POWERS NECESSARY
TO RECEIVE ON ITS BEHALF SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY
OTHER PROCESS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THE LOAN DOCUMENTS IN ANY OF SUCH COURTS IN AND OF THE STATE OF NEW
YORK.  SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF
SUCH PROCESS TO A LOAN PARTY IN CARE OF METTLER-TOLEDO INTERNATIONAL AT ITS
ADDRESS FOR NOTICES PROVIDED FOR IN SECTION 10.02, AND
EACH SUCH LOAN PARTY HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS METTLER-TOLEDO
INTERNATIONAL TO ACCEPT SUCH SERVICE ON ITS BEHALF AND AGREES THAT THE FAILURE
OF METTLER-TOLEDO INTERNATIONAL TO GIVE ANY NOTICE OF ANY SUCH SERVICE TO SUCH
LOAN PARTY SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY
JUDGMENT RENDERED IN ANY ACTION OR PROCEEDING BASED
THEREON.  METTLER-TOLEDO INTERNATIONAL HEREBY IRREVOCABLY ACCEPTS SUCH
APPOINTMENT AS PROCESS AGENT.  EACH LOAN PARTY AGREES THAT SUCH
SERVICE (1) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON
IT IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (2) SHALL, TO THE FULLEST EXTENT
PERMITTED BY LAW, BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND
PERSONAL DELIVERY TO IT.  NOTHING IN THIS SECTION 10.17 SHALL
AFFECT THE RIGHT OF ANY LENDER TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW
OR LIMIT THE RIGHT OF ANY LENDER TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN
THE COURTS OF ANY JURISDICTION OR JURISDICTIONS.

             

            10.18 Waiver of Right to Trial by
Jury.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON,
PARTICIPANT OR ASSIGNEE, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE;
AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.18 WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

             

            10.19 Judgment
Currency.  If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or any other Loan Document
in one currency into another currency, the rate of exchange used shall be that
at which in accordance with normal banking procedures the Administrative Agent
could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given.  The obligation of
each Loan Party in respect of any such sum due from it to the Administrative
Agent or the Lenders hereunder or under the other Loan Documents shall,
notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the
applicable provisions of this Agreement (the “Agreement Currency”),
be discharged only to the extent that on the Business Day following receipt by
the Administrative Agent of any sum adjudged to be so due in the Judgment
Currency, the Administrative Agent may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment
Currency.  If the amount of the Agreement Currency so purchased is
less than the sum originally due to the Administrative Agent from any Loan Party
in the Agreement Currency, such Loan Party agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or the
Person to whom such obligation was owing against such loss.  If the
amount of the Agreement Currency so purchased is greater than the sum originally
due to the Administrative Agent in such currency, the Administrative Agent
agrees to return the amount of any excess to such Loan Party (or to any other
Person who may be entitled thereto under applicable law).

             

            10.20 USA Patriot Act
Notice.  Each Lender and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies each Borrower that pursuant to
the requirements of the USA Patriot Act (Title III of
Pub.  L.  107-56 (signed into law October 26, 2001)) (the
“Patriot Act”), it is required to obtain, verify and record information that
identifies such Borrower, which information includes the name and address of
such Borrower and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify such Borrower in accordance
with the Patriot Act.  Each Borrower agrees to promptly provide
information reasonably requested by any Lender or the Administrative Agent to
comply with the provisions of the Patriot Act.

             

            ARTICLE
XI.

             

            GUARANTY

             

            11.01 Guaranty.  The
Guarantor hereby absolutely, unconditionally and irrevocably guarantees the
punctual payment when due, whether at scheduled maturity or on any date of a
required prepayment or by acceleration, demand or otherwise, of all Obligations
of MTH, MTMHD, MTBV, MTICV, any additional Revolving Borrower which becomes a
party hereto pursuant to Section 2.16 and each
Subsidiary Swingline Borrower, including any additional Subsidiary Swingline
Borrower which becomes a party hereto pursuant to Section 2.14
(collectively, the “Designated
Borrowers”) now or hereafter existing under or in respect of the Loan
Documents (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing Obligations
of the Designated Borrowers), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premiums, fees, indemnities,
contract causes of action, costs, expenses or otherwise (such Obligations being
the “Guaranteed
Obligations”), and agrees to pay any and all expenses (including, without
limitation, Attorney Costs) incurred by the Administrative Agent or any other
Lender in enforcing any rights under this Guaranty or any other Loan
Document.  Without limiting the generality of the foregoing, the
Guarantor’s liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any Designated Borrower to any
Lender under or in respect of the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding under any Debtor Relief Law involving such
Designated Borrower.

             

            11.02 Guaranty
Absolute.  The Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Loan
Documents, regardless of any Law now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of any Lender with respect
thereto.  The Guaranteed Obligations of Mettler-Toledo International
under or in respect of this Guaranty are independent of the Obligations of
Mettler-Toledo International, as a Borrower hereunder, and any Obligations of
any Designated Borrower under or in respect of the Loan Documents, and a
separate action or actions may be brought and prosecuted against Mettler-Toledo
International to enforce this Guaranty, irrespective of whether any action is
brought against Mettler-Toledo International, as a Borrower hereunder, or any
Designated Borrower is joined in any such action or actions.  This
Guaranty is an absolute and unconditional guaranty of payment when due, and not
of collection, by Mettler-Toledo International of the Guaranteed
Obligations.  The liability of Mettler-Toledo International under this
Guaranty shall be irrevocable, absolute and unconditional irrespective of, and
Mettler-Toledo International hereby irrevocably waives any setoffs,
counterclaims or defenses it may now have or hereafter acquire in any way
relating to, any or all of the following:

             

                    (a)    any lack
of validity or enforceability of any Loan Document or any agreement or
instrument relating thereto;

             

                    (b)    any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations or any other Obligations of Mettler-Toledo
International, as a Borrower hereunder, or any Designated Borrower under or in
respect of the Loan Documents, or any other amendment or waiver of or any
consent to departure from any Loan Document, including, without limitation, any
increase in the Guaranteed Obligations resulting from the extension of
additional credit to any Designated Borrower or any of the Subsidiaries or
otherwise;

             

                    (c)    any
taking, exchange, release or non-perfection of any collateral, or any taking,
release or amendment or waiver of, or consent to departure from, any other
guaranty, for all or any of the Guaranteed Obligations;

             

                    (d)    any
manner of application of any collateral, or proceeds thereof, to all or any of
the Guaranteed Obligations, or any manner of sale or other disposition of any
collateral for all or any of the Guaranteed Obligations or any Obligations of
Mettler-Toledo International, as a Borrower hereunder, or any Designated
Borrower under the Loan Documents or any other assets of Mettler-Toledo
International, as a Borrower hereunder, or any Designated Borrower or any of
their respective Subsidiaries;

             

                    (e)    any
change, restructuring or termination of the corporate structure or existence of
any Loan Party or any of the Subsidiaries or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Designated Borrower or
its assets or any resulting release or discharge of any Guaranteed
Obligation;

             

                    (f)    the
existence of any claim, set-off or other right which Mettler-Toledo
International may have at any time against any Designated Borrower, the
Administrative Agent, any Lender or any other Person, whether in connection
herewith or any unrelated transaction;

             

                    (g)    any
invalidity or unenforceability relating to or against any Loan Party for any
reason of the whole or any provision of any Loan Document, or any provision of
applicable Law purporting to prohibit the payment or performance by any
applicable Loan Party of the Guaranteed Obligations;

             

                    (h)    any
failure of any Lender to disclose to any Loan Party any information relating to
the business, condition (financial or otherwise), operations, performance,
properties or prospects of any other Loan Party now or hereafter known to such
Lender (Mettler-Toledo International waiving any duty on the part of the Lenders
to disclose such information);

             

                    (i)    the
failure of any other Person to execute or deliver any other guaranty or
agreement or the release or reduction of liability of any such other guarantor
or surety with respect to the Guaranteed Obligations; or

             

                    (j)    any other
circumstance (including, without limitation, any statute of limitations)
whatsoever (in any case, whether based on contract, tort or any other theory) or
any existence of or reliance on any representation by any Lender that might
otherwise constitute a legal or equitable defense available to, or a discharge
of, Mettler-Toledo International, any Designated Borrower or surety other than
indefeasible payment in full in cash of the Guaranteed Obligations.

             

            This
Guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time any payment of any of the Guaranteed Obligations is rescinded or
must otherwise be returned by any Lender or any other Person upon the
insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law
of any Loan Party or otherwise, all as though such payment had not been
made.

             

            11.03 Waivers and
Acknowledgments.  (a)  Mettler-Toledo International
hereby unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and any requirement that any
Lender protect, secure, perfect or insure any Lien or any property subject
thereto or exhaust any right or take any action against any Designated Borrower
or any other Person or any collateral.

             

                    (b)    Mettler-Toledo
International hereby unconditionally and irrevocably waives any right to revoke
this Guaranty and acknowledges that this Guaranty is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the
future.

             

                    (c)    Mettler-Toledo
International hereby unconditionally and irrevocably waives (i) any defense
arising by reason of any claim or defense based upon an election of remedies by
any Lender that in any manner impairs, reduces, releases or otherwise adversely
affects the subrogation, reimbursement, exoneration, contribution or
indemnification rights of Mettler- Toledo International or other rights of
Mettler-Toledo International to proceed against any Designated Borrower or any
other Person or any collateral and (ii) any defense based on any right of
set-off or counterclaim against or in respect of the Obligations of
Mettler-Toledo International under this Guaranty.

             

                    (d)    Mettler-Toledo
International hereby unconditionally and irrevocably waives any duty on the part
of any Lender to disclose to Mettler-Toledo International any matter, fact or
thing relating to the business, condition (financial or otherwise), operations,
performance, properties or prospects of any Designated Borrower or any of the
Subsidiaries now or hereafter known by such Lender.

             

                    (e)    Mettler-Toledo
International acknowledges that it will receive substantial direct and indirect
benefits from the financing arrangements contemplated by the Loan
Documents  and that the waivers set forth in Section 11.02 and
this Section
11.03 are knowingly made in contemplation of such benefits.

             

            11.04 Subrogation.  Mettler-Toledo
International hereby unconditionally and irrevocably agrees not to exercise any
rights that it may now have or hereafter acquire against any Designated
Borrower, or any other insider guarantor that arise from the existence, payment,
performance or enforcement by Mettler-Toledo International of the Guaranteed
Obligations under or in respect of this Guaranty or any other Loan Document,
including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to participate in any
claim or remedy of any Lender against any Designated Borrower or any other
insider guarantor or any collateral for the Obligations, whether or not such
claim, remedy or right arises in equity or under contract, statute or common
law, including, without limitation, the right to take or receive from such
Designated Borrower, or any other insider guarantor, directly or indirectly, in
cash or other property or by set-off or in any other manner, payment or security
on account of such claim, remedy or right, unless and until the date (the “Termination Date”)
which is the later of (a) the date of the termination of the Availability Period
and (b) the date of the indefeasible payment in full of all the Obligations in
cash.  If any amount shall be paid to Mettler-Toledo International in
violation of the immediately preceding sentence at any time prior to the
Termination Date, such amount shall be received and held in trust for the
benefit of the Lenders, shall be segregated from other property and funds of
Mettler- Toledo International and shall forthwith be paid or delivered to the
Administrative Agent in the same form as so received (with any necessary
endorsement or assignment) to be credited and applied to the Guaranteed
Obligations and all other amounts payable under this Guaranty, whether matured
or unmatured, in accordance with the terms of the Loan Documents, or to be held
as collateral for any Guaranteed Obligations or other amounts payable under this
Guaranty thereafter arising.  If the Termination Date shall have
occurred, the Administrative Agent will, at Mettler-Toledo International’s
request and expense, execute and deliver to Mettler-Toledo International
appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to Mettler-Toledo
International of an interest in the Guaranteed Obligations resulting from such
payment made by Mettler-Toledo International pursuant to this
Guaranty.

             

            [Signature
pages follow]

             

            IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.

             

            
              	
                      METTLER-TOLEDO
      INTERNATIONAL INC., as a Revolving Borrower and the
    Guarantor

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name: Mary
      T. Finnegan

                    
	
                      Title: Vice
      President and Treasurer

                    
	 
      
	
                      METTLER-TOLEDO
      HOLDING AG, as a Revolving Borrower and a Subsidiary Swingline
      Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	
                      METTLER-TOLEDO
      MANAGEMENT HOLDING DEUTSCHLAND GMBH, as a Revolving Borrower and a
      Subsidiary Swingline Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	
                      METTLER-TOLEDO
      B.V., as a Revolving Borrower and a Subsidiary Swingline
      Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	
                      MT
      INVESTMENT C.V., as a Revolving Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	 
      


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              	
                      METTLER-TOLEDO,
      INC., as a Subsidiary Swingline Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	 
      
	
                      METTLER-TOLEDO
      HOLDING (FRANCE) SAS, as a Subsidiary Swingline
Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	 
      
	
                      METTLER-TOLEDO
      K.K., as a Subsidiary Swingline Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	 
      
	
                      METTLER-TOLEDO
      LIMITED, as a Subsidiary Swingline Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	 
      
	
                      METTLER-TOLEDO
      UK HOLDINGS LIMITED, as a Subsidiary Swingline Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              	
                      METTLER-TOLEDO
      SAFELINE LIMITED as a Subsidiary Swingline Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	 
      
	
                      METTLER-TOLEDO
      SAFELINE X-RAY LIMITED as a Subsidiary Swingline
  Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	 
      
	
                      METTLER-TOLEDO
      NV as a Subsidiary Swingline Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	 
      
	 
      
	
                      METTLER-TOLEDO
      INC. (CANADA) as a Subsidiary Swingline Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	 
      


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              	
                      METTLER-TOLEDO
      AG as a Subsidiary Swingline Borrower

                    
	 
      
	
                      By:
      /s/ Mary T.
  Finnegan

                    
	
                      Name:
      Mary T. Finnegan

                    
	
                      Title:
      Power of Attorney

                    
	 
      
	 
      


            

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      JPMORGAN
      CHASE BANK, N.A., as Administrative Agent, as a Lender, as L/C Issuer and
      as a Swingline Lender

                    
	 
      
	
                      By:
      /s/ Diane M.
Faunda

                    
	
                      Name:
      Diane M. Faunda

                    
	
                      Title:  Senior
      Vice President

                    


            

            


            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              	
                      BANK
      OF AMERICA, N.A., as a Lender and as an L/C Issuer

                    
	 
      
	
                      By:
      /s/ Robert LaPorte

                    
	
                      Name:
      Robert LaPorte

                    
	
                      Title:  Vice
      President

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


             

            
              	
                      THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a
      Lender

                    
	 
      
	
                      By:
      /s/ Victor Pierzchalski

                    
	
                      Name:
      Victor Pierzchalski

                    
	
                      Title:  Authorised
      Signatory

                       

                       

                    
	
                      THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., SHIMBASHI COMMERCIAL BANK OFFICE, as a
      Swingline Lender and as a L/C Issuer

                    
	 
      
	
                      By:
      /s/ Satoshi Suda

                    
	
                      Name:
      Satoshi Suda

                    
	
                      Title:  General
      Manager of Shimbashi Commercial Banking Division (No. 1)

                       

                       

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              	
                      ING
      BANK N.V. DUBLIN BRANCH, as a Lender, as a Swingline Lender and as a L/C
      Issuer

                    
	 
      
	
                      By:
      /s/ Shaun Hawley

                    
	
                      Name:
      Shaun Hawley

                      Title:
      Manager

                       

                    
	
                      By:
      /s/ Aidan Neill

                    
	
                      Name:
      Aidan Neill

                    
	
                      Title:  Vice
      President

                       

                       

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              	
                      SOCIÉTÉ
      GÉNÉRALE, as a Lender, as a Swingline Lender and as a L/C
      Issuer

                    
	 
      
	
                      By:
      /s/ Anne-Marie Dumortier

                    
	
                      Name:
      Anne-Marie Dumortier

                      Title:
      Director

                       

                       

                       

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      BANK
      OF CHINA, NEW YORK BRANCH, as a Lender

                    
	 
      
	
                      By:
      /s/ Richard Bradspies

                    
	
                      Name:
      Richard Bradspies

                      Title:
      Deputy General Manager

                       

                    


            

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      BAYERISCHE
      HYPO-UND VEREINSBANK AG, NEW YORK BRANCH, as a Lender

                    
	 
      
	
                      By:
      /s/ Tom Taylor

                    
	
                      Name:
      Tom Taylor

                      Title:
      Director

                       

                    
	
                      By:
      /s/ Curt Schade

                    
	
                      Name:
      Curt Schade

                      Title:
      Managing Director

                       

                    


            

            


             

            
              	
                      BAYERISCHE
      HYPO-UND VEREINSBANK AG, ULM, as a Swingline Lender and as a L/C
      Issuer

                    
	 
      
	
                      By:
      /s/ Tom Taylor

                    
	
                      Name:
      Tom Taylor

                      Title:
      Director

                       

                    
	
                      By:
      /s/ Curt Schade

                    
	
                      Name:
      Curt Schade

                      Title:
      Managing Director

                       

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            
              	
                      CREDIT
      SUISSE, as a Lender, as a Swingline Lender and as a L/C
    Issuer

                    
	 
      
	
                      By:
      /s/ Christophe Müller

                    
	
                      Name:
      Christophe Müller

                      Title:
      Director

                       

                    
	
                      By:
      /s/ Roland Martin

                    
	
                      Name:
      Roland Martin

                      Title:
      Assistant Vice President

                       

                    


            

             

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      FIFTH
      THIRD BANK, as a Lender

                    
	 
      
	
                      By:
      /s/ Brent M. Jackson

                    
	
                      Name:
      Brent M. Jackson

                      Title:
      Vice President

                       

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      THE
      ROYAL BANK OF SCOTLAND plc, as a Lender, as a Swingline Lender and as a
      L/C Issuer

                    
	 
      
	
                      By:
      /s/ Angela Reilly

                    
	
                      Name:
      Angela Reilly

                      Title:
      Managing Director

                       

                    


            

            


             

            
              	
                      NATIONAL
      WESTMINSTER BANK plc, as a Swingline Lender and as a L/C
      Issuer

                    
	 
      
	
                      By:
      /s/ Craig L. Nunn

                    
	
                      Name:
      Craig L. Nunn

                      Title:
      Director

                       

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            
              	
                      UBS
      AG, STAMFORD BRANCH as a Lender

                    
	 
      
	
                      By:
      /s/ Irja R. Otsa

                    
	
                      Name:
      Irja R. Otsa

                      Title:
      Associate Director

                       

                    


            

            


             

            
              	
                      By:
      /s/ Richard L. Tavrow

                    
	
                      Name:
      Richard L.Tavrow

                      Title:
      Director

                       

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            
              	
                      WELLS
      FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as a Swingline Lender
      and as a L/C Issuer

                    
	 
      
	
                      By:
      /s/ Thiplada A. Siddiqui

                    
	
                      Name:
      Thiplada A. Siddiqui

                      Title:
      Vice President

                       

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            
              	
                      U.S.
      BANK NATIONAL ASSOCIATION, as a Lender

                    
	 
      
	
                      By:
      /s/ Kenneth R. Fieler

                    
	
                      Name:
      Kenneth R. Fieler

                      Title:
      Assistant Vice President

                       

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            
              	
                      NORDEA
      BANK FINLAND AND PLC ACTING THROUGH ITS NEW YORK AND GRAND CAYMAN
      BRANCHES, as a Lender

                    
	 
      
	
                      By:
      /s/ Gerald E. Chelius, Jr.

                    
	
                      Name:
      Gerald E. Chelius, Jr.

                      Title:
      SVP Credit

                       

                    


            

            


             

            
              	
                      By:
      /s/ Leena Parker

                    
	
                      Name:
      Leena Parker

                      Title:
      Vice President

                       

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      THE
      NORTHERN TRUST COMPANY, as a Lender

                    
	 
      
	
                      By:
      /s/ Jeffrey P. Sullivan

                    
	
                      Name:
      Jeffrey P. Sullivan

                      Title:
      Vice President

                       

                    


            

            


             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            
              	
                      PNC
      BANK, NATIONAL ASSOCIATION, as a Lender

                    
	 
      
	
                      By:
      /s/ Bruce A. Kintner

                    
	
                      Name:
      Bruce A. Kintner

                      Title:
      Vice President

                       

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      BNP
      PARIBAS, as a Lender

                    
	 
      
	
                      By:
      /s/ Michael Pearce

                    
	
                      Name:
      Michael Pearce

                      Title:
      Director

                       

                    


            

            


             

            
              	
                      By:
      /s/ Nader Tannous

                    
	
                      Name:
      Nader Tannous

                      Title:
      Vice President

                       

                    


            

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            
              	
                      CHANG
      HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a Lender

                    
	 
      
	
                      By:
      /s/ Jim C.Y. Chen

                    
	
                      Name:
      Jim C.Y. Chen

                      Title:
      VP & General Manager

                       

                    


            

            


             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            
              	
                      E.
      SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH, as a
  Lender

                    
	 
      
	
                      By:
      /s/ Benjamin Lin

                    
	
                      Name:
      Benjamin Lin

                      Title:
      EVP & General Manager

                       

                    


            

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      FIRST
      COMMERCIAL BANK NEW YORK AGENCY, as a Lender

                    
	 
	By:
      /s/ Yu-Mei Hsiao
	
                      Name:
      Yu-Mei Hsiao

                      Title:
      Assistant General Manager

                       

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            SCHEDULE
1.01

             

            MANDATORY
COST FORMULAE

             

            
              	
                      1.

                    	
                      The
      Mandatory Cost is an addition to the interest rate to compensate Lenders
      for the cost of compliance with (a) the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces all or any of its functions), (b) the
      requirements of the European Central Bank or (c) the requirements of the
      Swiss Banking commission/FINMA and/or the Swiss National
    Bank.

                    


            

             

            
              	
                      2.

                    	
                      On
      the first day of each Interest Period (or as soon as possible thereafter)
      the Administrative Agent shall calculate, as a percentage rate, a rate
      (the “Associated
      Costs Rate”) for each Lender, in accordance with the paragraphs set
      out below.  The Mandatory Cost will be calculated by the
      Administrative Agent as a weighted average of the Lenders’ Associated
      Costs Rates (weighted in proportion to the percentage participation of
      each Lender in the relevant Loan) and will be expressed as a percentage
      rate per annum.

                    


            

             

            
              	
                      3.

                    	
                      The
      Associated Costs Rate for any Lender lending from a Facility Office in a
      Participating Member State will be the percentage notified by that Lender
      to the Administrative Agent.  This percentage will be certified
      by that Lender in its notice to the Administrative Agent to be its
      reasonable determination of the cost (expressed as a percentage of that
      Lender’s participation in all Loans made from that Facility Office) of
      complying with the minimum reserve requirements of the European Central
      Bank in respect of loans made from that Facility
  Office.

                    


            

             

            
              	
                      4.

                    	
                      The
      Associated Costs Rate for any Lender lending from a Facility Office in the
      United Kingdom will be calculated by the Administrative Agent as
      follows:

                    


            

             

            
              	
                       
      

                    	
                      (a)

                    	
                      in
      relation to a Loan in Pounds
Sterling:

                    


            

             

             
AB + C(B – D) + E x
0.01

            
                                       
100 – (A
+
C)             
per cent. per annum

            

             

            
              	
                       
      

                    	
                      (b)

                    	
                      in
      relation to a Loan in any currency other than Pounds
    Sterling:

                    


            

             

             E x
0.01  

                300      per cen. per
annum.

            Where:                                   


             

            
              	
                       
      

                    	
                      A

                    	
                      is
      the percentage of Eligible Liabilities (assuming these to be in excess of
      any stated minimum) which that Lender is from time to time required to
      maintain as an interest free cash ratio deposit with the Bank of England
      to comply with cash ratio
requirements.

                    


            

             

            
              	
                       
      

                    	
                      B

                    	
                      is
      the percentage rate of interest (excluding the Applicable Rate and the
      Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of
      interest specified in Section 2.12(c)) payable for the relevant Interest
      Period on the Loan.

                    


            

             

            
              	
                       
      

                    	
                      C

                    	
                      is
      the percentage (if any) of Eligible Liabilities which that Lender is
      required from time to time to maintain as interest bearing Special
      Deposits with the Bank of England.

                    


            

             

            
              	
                       
      

                    	
                      D

                    	
                      is
      the percentage rate per annum payable by the Bank of England to the
      Administrative Agent on interest bearing Special
  Deposits.

                    


            

             

            
              	
                       
      

                    	
                      E

                    	
                      is
      designed to compensate Lenders for amounts payable under the Fees Rules
      and is calculated by the Administrative Agent as being the average of the
      most recent rates of charge supplied by the Reference Banks to the
      Administrative Agent pursuant to paragraph 7 below and expressed in pounds
      per £1,000,000.

                    


            

             

            
              	
                      5.

                    	
                      For
      the purposes of this Schedule:

                    


            

             

            
              	
                       
      

                    	
                      (a)

                    	
                      “Eligible
      Liabilities” and “Special
      Deposits” have the meanings given to them from time to time under
      or pursuant to the Bank of England Act 1998 or (as may be appropriate) by
      the Bank of England.

                    


            

             

            
              	
                       
      

                    	
                      (b)

                    	
                      “Facility
      Office” means the office or offices notified by a Lender to the
      Administrative Agent in writing on or before the date it becomes a Lender
      (or, following that date, by not less than five Business Days’ written
      notice) as the office or offices through which it will perform its
      obligations under this Agreement.

                    


            

             

            
              	
                       
      

                    	
                      (c)

                    	
                      “Fees Rules”
      means the rules on periodic fees contained in the FSA Supervision Manual
      or such other law or regulation as may be in force from time to time in
      respect of the payment of fees for the acceptance of
    deposits.

                    


            

             

            
              	
                       
      

                    	
                      (d)

                    	
                      “Fee Tariffs”
      means the fee tariffs specified in the Fees Rules under the activity group
      A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required
      pursuant to the Fees Rules but taking into account any applicable discount
      rate).

                    


            

             

            
              	
                       
      

                    	
                      (e)

                    	
                      “Participating Member
      State” means any member state of the European Communities that
      adopts or has adopted the euro as its lawful currency in accordance with
      legislation of the European Union relating to economic and monetary
      union.

                    


            

             

            
              	
                       
      

                    	
                      (f)

                    	
                      “Reference
      Banks” means, in relation to Mandatory Cost, the principal London
      offices of JPMorgan Chase Bank, National
  Association.

                    


            

             

            
              	
                       
      

                    	
                      (g)

                    	
                      “Tariff Base”
      has the meaning given to it in, and will be calculated in accordance with,
      the Fees Rules.

                    


            

             

            
              	
                       
      

                    	
                      (h)

                    	
                      “Unpaid Sum”
      means any sum due and payable but unpaid by any Borrower under the Loan
      Documents.

                    


            

             

            
              	
                      6.

                    	
                      In
      application of the above formulae, A, B, C and D will be included in the
      formulae as percentages (i.e. 5 per cent. will be included in the formula
      as 5 and not as 0.05).  A negative result obtained by
      subtracting D from B shall be taken as zero.  The resulting
      figures shall be rounded to four decimal
places.

                    


            

             

            
              	
                      7.

                    	
                      If
      requested by the Administrative Agent, each Reference Bank shall, as soon
      as practicable after publication by the Financial Services Authority,
      supply to the Administrative Agent, the rate of charge payable by that
      Reference Bank to the Financial Services Authority pursuant to the Fees
      Rules in respect of the relevant financial year of the Financial Services
      Authority (calculated for this purpose by that Reference Bank as being the
      average of the Fee Tariffs applicable to that Reference Bank for that
      financial year) and expressed in pounds per £1,000,000 of the Tariff Base
      of that Reference Bank.

                    


            

             

            
              	
                      8.

                    	
                      Each
      Lender shall supply any information required by the Administrative Agent
      for the purpose of calculating its Associated Costs Rate.  In
      particular, but without limitation, each Lender shall supply the following
      information on or prior to the date on which it becomes a
      Lender:

                    


            

             

            
              	
                       
      

                    	
                      (i)

                    	
                      the
      jurisdiction of its Facility Office;
and

                    


            

             

            
              	
                       
      

                    	
                      (j)

                    	
                      any
      other information that the Administrative Agent may reasonably require for
      such purpose.

                    


            

             

            Each
Lender shall promptly notify the Administrative Agent of any change to the
information provided by it pursuant to this paragraph.

             

            
              	
                      9.

                    	
                      The
      percentages of each Lender for the purpose of A and C above and the rates
      of charge of each Reference Bank for the purpose of E above shall be
      determined by the Administrative Agent based upon the information supplied
      to it pursuant to paragraphs 7 and 8 above and on the assumption that,
      unless a Lender notifies the Administrative Agent to the contrary, each
      Lender’s obligations in relation to cash ratio deposits and Special
      Deposits are the same as those of a typical bank from its jurisdiction of
      incorporation with a Facility Office in the same jurisdiction as its
      Facility Office.

                    


            

             

            
              	
                      10.

                    	
                      The
      Administrative Agent shall have no liability to any person if such
      determination results in an Associated Costs Rate which over or under
      compensates any Lender and shall be entitled to assume that the
      information provided by any Lender or Reference Bank pursuant to
      paragraphs 3, 7 and 8 above is true and correct in all
      respects.

                    


            

             

            
              	
                      11.

                    	
                      The
      Administrative Agent shall distribute the additional amounts received as a
      result of the Mandatory Cost to the Lenders on the basis of the Associated
      Costs Rate for each Lender based on the information provided by each
      Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8
      above.

                    


            

             

            
              	
                      12.

                    	
                      Any
      determination by the Administrative Agent pursuant to this Schedule in
      relation to a formula, the Mandatory Cost, an Associated Costs Rate or any
      amount payable to a Lender shall, in the absence of manifest error, be
      conclusive and binding on all parties
hereto.

                    


            

             

            
              	
                      13.

                    	
                      The
      Administrative Agent may from time to time, after consultation with
      Mettler-Toledo International and the relevant Lenders, determine and
      notify to all parties hereto any amendments which are required to be made
      to this Schedule in order to comply with any change in law, regulation or
      any requirements from time to time imposed by the Bank of England, the
      Financial Services Authority, the European Central Bank or the Swiss
      Banking commission/FINMA and/or the Swiss National Bank (or, in any case,
      any other authority which replaces all or any of their functions) and any
      such determination shall, in the absence of manifest error, be conclusive
      and binding on all parties.

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            SCHEDULE
1.01(B)

             

            BANK
OF AMERICA LETTERS OF CREDIT

             

            


             

            
              	
                      Beneficiary

                    	
                      Issuer

                    	
                      Currency

                    	
                      Amount

                    
	 	 	 	 
	
                      Sentry
      Insurance A Mutual Company

                    	
                      Mettler
      Toledo International Inc.

                    	
                      USD

                    	
                      350,000.00

                    
	
                      The
      Travelers Indemnity Company

                    	
                      Mettler
      Toledo International Inc.

                    	
                      USD

                    	
                      500,000.00

                    
	
                      ACE
      American Insurance Company

                    	
                      Mettler
      Toledo International Inc.

                    	
                      USD

                    	
                      103,000.00

                    
	
                      XL
      Specialty Insurance Company

                    	
                      Mettler
      Toledo International Inc.

                    	
                      USD

                    	
                      1,569,000.00

                    
	
                      Zurich
      American Insurance Company

                    	
                      Mettler
      Toledo International Inc.

                    	
                      USD

                    	
                      700,000.00

                    


            

            


             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            
              	
                      SCHEDULE
      2.01

                    
	 
      	 
      	 
      	 
      	 
      
	
                      COMMITMENTS

                      AND
      PRO RATA SHARES

                    


            

             

            
              	
                      Lender

                    	
                      A

                       

                      Commitment
      with respect to Alternative Currencies and Borrowers not organized in the
      United States

                    	
                      B

                       

                      Pro
      Rata Share

                      with
      respect to Alternative Currencies and Borrowers not organized in the
      United States

                    	
                      C

                       

                      Commitment
      with respect to Dollars, Borrowers organized in the United States, voting
      generally and any other rights not covered in Column A

                    	
                      D

                       

                      Pro
      Rata Share with respect to Dollars, Borrowers organized in the United
      States, Aggregate Commitment Pro Rata Share and any other rights not
      covered in Column B

                       

                       

                    
	
                       

                      JPMorgan
      Chase Bank, N.A.

                    	
                       

                      $100,000,000

                    	
                       

                      10.929%

                    	
                       

                      $100,000,000

                    	
                       

                          10.526%

                    
	 	 	 	 	 
	
                      Bank
      of America, N.A.

                    	
                      $100,000,000

                    	
                      10.929%

                    	
                      $100,000,000

                    	
                          10.526%

                    
	 	 	 	 	 
	
                      The
      Bank of Tokyo-Mitsubishi UFJ, Ltd.

                    	
                      $85,000,000

                    	
                      9.290%

                    	
                      $85,000,000

                    	
                          8.947%

                    
	 	 	 	 	 
	
                      ING
      Bank N.V., Dublin Branch

                    	
                      $75,000,000

                    	
                      8.197%

                    	
                      $75,000,000

                    	
                          7.895%

                    
	 	 	 	 	 
	
                      Société
      Générale

                    	
                      $75,000,000

                    	
                      8.197%

                    	
                      $75,000,000

                    	
                          7.895%

                    
	 	 	 	 	 
	
                      Bank
      of China, New York Branch

                    	
                      $50,000,000

                    	
                      5.464%

                    	
                      $50,000,000

                    	
                          5.263%

                    
	 	 	 	 	 
	
                      Bayerische
      Hypo-und Vereinsbank AG, New York Branch

                    	
                      $50,000,000

                    	
                      5.464%

                    	
                      $50,000,000

                    	
                          5.263%    

                    
	 	 	 	 	 
	
                      Credit
      Suisse

                    	
                      $50,000,000

                    	
                      5.464%

                    	
                      $50,000,000

                    	
                          5.263%

                    
	 	 	 	 	 
	
                      Fifth
      Third Bank

                    	
                      $50,000,000

                    	
                      5.464%

                    	
                      $50,000,000

                    	
                          5.263%

                    
	 	 	 	 	 
	
                      The
      Royal Bank of Scotland plc

                    	
                      $50,000,000

                    	
                      5.464%

                    	
                      $50,000,000

                    	
                          5.263%

                    
	 	 	 	 	 
	
                      UBS
      AG, Stamford Branch

                    	
                      $50,000,000

                    	
                      5.464%

                    	
                      $50,000,000

                    	
                          5.263%

                    
	 	 	 	 	 
	
                      Wells
      Fargo Bank, N.A.

                    	
                      $50,000,000

                    	
                      5.464%

                    	
                      $50,000,000

                    	
                          5.263%

                    
	 	 	 	 	 
	
                      U.S.
      Bank National Association

                    	
                      $35,000,000

                    	
                      3.825%

                    	
                      $35,000,000

                    	
                          3.684%

                    
	 	 	 	 	 
	
                      Nordea
      Bank Finland Plc

                    	
                      $25,000,000

                    	
                      2.732%

                    	
                      $25,000,000

                    	
                          2.632%

                    
	 	 	 	 	 
	
                      The
      Northern Trust Company

                    	
                      $25,000,000

                    	
                      2.732%

                    	
                      $25,000,000

                    	
                          2.632%

                    
	 	 	 	 	 
	
                      PNC
      Bank, National Association

                    	
                      $25,000,000

                    	
                      2.732%

                    	
                      $25,000,000

                    	
                          2.632%

                    
	 	 	 	 	 
	
                      BNP
      Paribas

                    	
                      $20,000,000

                    	
                      2.186%

                    	
                      $20,000,000

                    	
                          2.105%

                    
	 	 	 	 	 
	
                      Chang
      Hwa Commercial Bank, Ltd., New York Branch

                    	
                      $0

                    	
                      0%

                    	
                      $15,000,000

                    	
                          1.579%

                    
	 	 	 	 	 
	
                      E.
      Sun Commercial Bank, Ltd., Los Angeles Branch

                    	
                      $0

                    	
                      0%

                    	
                      $10,000,000

                    	
                          1.053%

                    
	 	 	 	 	 
	
                      First
      Commercial Bank New York Agency

                    	
                      $0

                    	
                      0%

                    	
                      $10,000,000

                    	
                          1.053%

                    
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	
                      Total

                    	
                      $915,000,000

                    	
                      100.000%

                    	
                      $950,000,000

                    	
                                
      100.000%

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            SCHEDULE
5.07

             

            MATERIAL
SUBSIDIARIES/

             

            OTHER
EQUITY INVESTMENTS AND INVESTMENTS AND INDEBTEDNESS

             

            


             

            Part
(a).                      Material
Subsidiaries.

             

            
              	
                      Name
      of Entity

                    	
                      Jurisdiction
      of Organization

                    	
                      Owner
      of Issued Capital

                    
	
                      Mettler-Toledo
      Inc.

                    	
                      United
      States/Delaware

                    	
                      100%
      Mettler-Toledo International Inc.

                    
	
                      Mettler-Toledo
      AG

                    	
                      Switzerland

                    	
                      Shareholders:

                      65.3%
      Mettler-Toledo Holding AG, 6.3% Mettler-Toledo (Gibraltar) MTCS Holding
      Ltd., 16.7% Mettler-Toledo (Gibraltar) MTCN Holding Ltd., 11.7%
      Mettler-Toledo (Gibraltar) MTCZ Holding Ltd.

                      Holder of
      Participation Certificates:

                      Mettler-Toledo
      Pensionskasse owns 100% of the participation certificates issued by
      Mettler-Toledo AG

                    
	
                      Mettler-Toledo
      Holding AG

                    	
                      Switzerland

                    	
                      90%
      Mettler-Toledo B.V., 10% Mettler-Toledo, Inc.

                    
	
                      Mettler-Toledo
      Management Holding Deutschland GmbH

                    	
                      Germany

                    	
                      100%
      Mettler-Toledo Holding AG

                    
	
                      Mettler-Toledo
      GmbH

                    	
                      Germany

                    	
                      100%
      Mettler-Toledo Management Holding Deutschland GmbH

                    
	
                      Mettler-Toledo
      B.V.

                    	
                      Netherlands

                    	
                      100%
      Mettler-Toledo Netherlands Investment II, LLC

                    
	
                      Rainin
      Instrument, LLC

                    	
                      United
      States/Delaware

                    	
                      100%
      Mettler-Toledo, Inc.

                    


            

             

            Part
(b).                  Other Equity
Investments/Liens.

             

            n.a.

             

            Part
(c).                   Indebtedness/Investments.

             

            $150
million 4.85% Senior Notes due 2010.

             

            In 2006,
a wholly owned Subsidiary issued and sold $10 million of redeemable equity
instruments to a non-U.S. sponsored defined benefit plan. These instruments are
redeemable beginning in July 2011 and, as such, are classified as long-term debt
on Mettler-Toledo International Inc.’s consolidated balance sheet.

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            SCHEDULE
7.01

             

            EXISTING
LIENS

             

            A.           Swiss
Mortgages

             

            


             

            
              	
                      Grundstück
      in Blatt Nr. / Land

                    	
                      Grundbuchamt
      / Erstellungsdatum

                      Land
      Registry / Creation Date

                    	
                      Pfandsumme
      / Mortgage CHF

                    	
                      Letzte

                      Aenderungen/

                      Changes

                    	
                      Bemerkungen/Notes

                       

                    
	
                      Greifensee,
      1246, 625, 626

                    	
                      Uster
      Serie C04828/ 7.7.66

                    	
                        5'000'000.--

                    	
                      18.11.1982

                    	
                      l.
      Pfandstelle

                    
	
                      Greifensee,
      1246, 625, 626

                    	
                      Uster
      Serie C53870/13.12.72

                    	
                        5'000'000.--

                    	
                      18.11.1982

                    	
                      l.
      Pfandstelle

                    
	
                      Greifensee,
      1246, 625, 626

                    	
                      Uster
      Serie C53869/13.12.72

                    	
                        5'000'000.--

                    	
                      18.11.1982

                    	
                      l.
      Pfandstelle

                    
	
                      Greifensee,
      1246, 625, 626

                    	
                      Uster
      Serie D39095/17.7.80

                    	
                      16'500'000.--

                    	
                      18.11.1982

                    	
                      1.
      Pfandstelle

                    
	
                      Greifensee,
      1246, 625, 626

                    	
                      Uster
      Serie A61414/2.10.96

                    	
                        6'500'000.--

                    	
                      2.10.1996

                    	
                      2.
      Pfandstelle

                    
	
                      Uster,
      7242, 7243

                    	
                      Uster,
      15.4.1981

                    	
                      15'000'000.--

                    	
                      25.09.2007

                    	
                      1.
      Pfandstelle/Orig. Not. Uster

                    
	
                      Uster,
      7242, 7243

                    	
                      Uster,
      15.4.1981

                    	
                      15'000'000.--

                    	
                      25.09.2007

                    	
                      1.
      Pfandstelle/Orig. Not. Uster

                    
	
                      Uster,
      7242, 7243

                    	
                      Uster,
      2.10.1996

                    	
                        8'000'000.--

                    	
                      25.09.2007

                    	
                      2.
      Pfandstelle/Orig. Not. Uster

                    
	
                      Urdorf,
      3749

                    	
                      Schlieren,
      Serie C23002/7.1.69

                    	
                        3'000'000.--

                    	
                      9.9.1974

                    	
                      1.
      Pfandstelle

                    
	
                      Urdorf,
      3749

                    	
                      Schlieren,
      Serie C56438/15.1.73

                    	
                        3'000'000.--

                    	
                      9.9.1974

                    	
                      2.
      Pfandstelle

                    
	
                      Urdorf,
      3749

                    	
                      Schlieren,
      Serie C77811/7.11.74

                    	
                           500'000.--

                    	
                      7.11.1974

                    	
                      2.
      Pfandstelle

                    
	
                      Urdorf,
      3749

                    	
                      Schlieren,
      Serie C74332/25.9.74

                    	
                           500'000.--

                    	
                      25.9.1974

                    	
                      1.
      Pfandstelle

                    
	
                      Urdorf,
      3749

                    	
                      Schlieren,
      Serie C77910/5.2.75

                    	
                           500'000.--

                    	
                      5.2.1975

                    	
                      3.
      Pfandstelle

                    
	
                      Urdorf,
      3749

                    	
                      Schlieren,
      Serie C77828

                    	
                        1'200'000.--

                    	
                      21.5.1980

                    	
                      1.
      Pfandstelle

                    
	
                      Uznach,
      921

                    	
                      Uznach,
      2196/265/9.10.1996

                    	
                        9'000'000.--

                    	
                      9.10.1996

                    	
                      1.
      Pfandstelle

                    


            

            


             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            SCHEDULE
10.02

             

            ADMINISTRATIVE
AGENT’S OFFICE;

             

            CERTAIN
ADDRESSES FOR NOTICES

             

            METTLER-TOLEDO
INTERNATIONAL INC.,

            AS
BORROWER AND GUARANTOR, AND

            MTH,
MTMHD AND SUBSIDIARY SWINGLINE BORROWERS:

             

            c/o
Mettler-Toledo International, Inc.

            1900
Polaris Parkway

            Columbus,
OH  43240

            Attention:  Mary
T.  Finnegan, Treasurer

            Telephone:  (614)
438-4748

            Facsimile:  (614)
438-4646

            Electronic
Mail:  mary.finnegan@mt.com
and treasury@mt.com

            Website
Address:  www.mt.com

             

            ADMINISTRATIVE
AGENT:

             

            Administrative Agent’s
Office

             

            (for
payments and Requests for Revolving Loans or Letters of Credit to the Revolving
Borrowers, or to the Administrative Agent generally or the L/C
Issuer):

             

            If
in Dollars:

             

            JPMorgan
Chase Bank, N.A.

            JPMorgan
Chase Loan Services

            10 S.
Dearborn, Floor 7

            Chicago,
IL 60603

            Attention:
Claudia Kech

            Facsimile
No: 312-385-7096

            Electronic
Mail: claudia.kech@jpmchase.com

             

            If
in an Alternative Currency:

             

            J.P.
Morgan Europe Limited

            125
London Wall, Floor 9

            London,
EC2Y 5AJ        

            United
Kingdom

            Fax:
 44-207-777-2360

            Attention:
Ching Loh

            Electronic
Mail: ching.loh@jpmorgan.com

             

            Account
No.  (for Dollars):  9008 113381 C2887

            Bank:
JPMorgan Chase Bank, N.A.

            Account
Name: LS2 Incoming Account

            Ref:
Mettler-Toledo International

            ABA#
021000021

             

            Account
No. (for Euro):  DE93501108006001600037

            Swift:
CHASDEFX

            Account
Name: J.P. Morgan Europe Limited

            Swift#
CHASGB22

            Attention:
Ching Loh

            Fax:
 44-207-777-2360

            Electronic
Mail: ching.loh@jpmorgan.com

             

            Account
No.  (for Pounds Sterling):  60000136254290

            Bank:
J.P. Morgan Europe Limited

            Account
Name: J.P. Morgan Europe Limited

            Swift#
CHASGB22

            Sortcode:
40-52-06

            Attention:
Ching Loh

            Fax:
 44-207-777-2360

            Electronic
Mail: ching.loh@jpmorgan.com

             

            JPMEL:

             

            J.P.
Morgan Europe Limited

            Mail
Code: London Wall/9

            125
London Wall, Floor 9

            London
EC2Y5AJ, United Kingdom,

            Attention:
Ching Loh

            Fax:
 44-207-777-2360

            Electronic
Mail: ching.loh@jpmorgan.com

             

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            


             

            EXHIBIT
A

             

            FORM
OF LOAN NOTICE

             

            
              	
                      Date:

                    	
                      ___________________, _____________________          

                    	 
      
	
                      To:

                    	
                      JPMorgan
      Chase Bank, N.A., as Administrative
Agent

                    


            

            


             

            Ladies
and Gentlemen:

             

            Reference
is made to that certain Credit Agreement, dated as of August 15, 2008 (as the
same may be further amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement"; the terms
defined therein being used herein as therein defined), among Mettler-Toledo
International Inc. ("Mettler-Toledo
International"), Mettler-Toledo Holding AG, Mettler-Toledo Management
Holding Deutschland GmbH, Mettler-Toledo B.V., MT Investment C.V., certain
Subsidiary Swingline Borrowers party thereto from time to time, the Lenders from
time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
and L/C Issuer to the Revolving Borrowers, certain Swingline Lenders and certain
other L/C Issuers party thereto from time to time, and the other agents party
thereto.

             

            Mettler-Toledo
International, a Borrower under the Agreement, hereby requests, on behalf of
itself or, if applicable, the other Revolving Borrower referenced in item 5
below (select one):

             

            
              	 
      	 
      	
                      Amount

                    
	 
      	
                      A
      borrowing of

                    	 
      
	 
      	
                      A
      continuation of

                    	 
      
	 
      	
                      A
      repayment of

                    	 
      
	 
      	
                      A
      conversion of

                    	 
      
	 
      	
                      Total

                    	 
      


            

            


             

            
              	
                      1.  
        

                    	
                      On
      _________________ (a Business Day).

                    


            

            
              	
                      2.  
        

                    	
                      Comprised
      of _________________ [Type of Loan requested:
      Eurocurrency Rate Loan / Base Rate
Loan]

                    


            

            
              	
                      3.  
        

                    	
                      In
      the following currency:
______________

                    


            

            
              	
                      4.  
        

                    	
                      For
      Eurocurrency Rate Loans: with an Interest Period of ___________ [days] /
      [months].

                    


            

            
              	
                      5.  
        

                    	
                      On
      behalf of _________________ [insert name of applicable
      Revolving Borrower].

                    


            

            
              	
                      6.  
        

                    	
                      Borrower
      [is]/[is not] organized within the United
  States.

                    


            

            
              	
                      7.  
        

                    	
                      Proceeds
      of the Borrowing to be credited to:
  _________________.

                    


            

            


             

            The
Borrowing requested herein complies with Section 2.01 of the
Agreement.

             

            METTLER-TOLEDO
INTERNATIONAL INC.

             

            By:
___________________________________

            Name:

            Title:

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
B

             

            FORM
OF REVOLVING NOTE

             

            [_________],
2008

             

            FOR VALUE
RECEIVED, the undersigned (the “Borrower”), hereby
promises to pay to _____________________ or registered assigns (the “Lender”), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Revolving Loan from time to time made by the Lender to
the Borrower under that certain Credit Agreement, dated as of August 15, 2008
(as the same may be further amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Mettler-Toledo
International Inc., Mettler-Toledo Holding AG, Mettler-Toledo Management Holding
Deutschland GmbH, Mettler-Toledo B.V., MT Investment C.V., certain Subsidiary
Swingline Borrowers party thereto from time to time, the Lenders from time to
time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and L/C
Issuer to the Revolving Borrowers, certain Swingline Lenders and certain other
L/C Issuers party thereto from time to time, and the other agents party
thereto.

             

            The
Borrower promises to pay interest on the unpaid principal amount of each
Revolving Loan from the date of such Revolving Loan until such principal amount
is paid in full, at such interest rates and at such times as provided in the
Agreement.  All payments of principal and interest shall be made to
the Administrative Agent for the account of the Lender in the currency in which
such Loan was denominated in Same Day Funds at the Administrative Agent’s
Office.  If any amount is not paid in full when due hereunder, such
unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment)
computed at the per annum rate set forth in the Agreement.

             

            This
Revolving Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein.  This Revolving Note is also entitled
to the benefits of the Guaranty.  Upon the occurrence and continuation
of one or more of the Events of Default specified in the Agreement, all amounts
then remaining unpaid on this Revolving Note shall become, or may be declared to
be, immediately due and payable all as provided in the
Agreement.  Revolving Loans made by the Lender shall be evidenced by
one or more loan accounts or records maintained by the Lender in the ordinary
course of business.  The Lender may also attach schedules to this
Revolving Note and endorse thereon, among other things, the date, amount and
maturity of its Revolving Loans and payments with respect thereto.

             

            The
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Revolving Note, except as provided in the
Agreement.

             

            THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

             

             

            
              	 
      	
                      [BORROWER]

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            REVOLVING
LOANS AND PAYMENTS WITH RESPECT THERETO

             

            
              	 
      	 
      	 
      	 
      	 
      	
                      End
      of

                    	
                      Amount
      of

                    	
                      Outstanding

                    	 
      
	 
      	 
      	 
      	 
      	
                      Amount
      of

                    	
                      Interest

                    	
                      Principal
      or

                    	
                      Principal

                    	 
      
	 
      	 
      	
                      Maturity

                    	
                      Type
      of

                    	
                      Loan

                    	
                      Period
      (if

                    	
                      Interest
      Paid

                    	
                      Balance
      This

                    	
                      Notation

                    
	
                      Date

                    	
                      Currency

                    	
                      Date

                    	
                      Loan
      Made

                    	
                      Made

                    	
                      Applicable)

                    	
                      This
      Date

                    	
                      Date

                    	
                      Made
      By

                    
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
C

             

            FORM
OF SWINGLINE NOTE

             

            
               

              
                	 [CURRENCY]________________________	
                         [____________],
      2008

                      


              

            
   


            
            

            FOR VALUE
RECEIVED, the undersigned (the “Borrower”), hereby
promises to pay to _______________________, as Swingline Lender, or registered
assigns (the “Swingline Lender”),
in accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Swingline Loan from time to time made by the Swingline
Lender to the Borrower under that certain Credit Agreement dated as of August
15, 2008 (as the same may be further amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Mettler-Toledo
International Inc., Mettler-Toledo Holding AG, Mettler-Toledo Management Holding
Deutschland GmbH, Mettler-Toledo B.V., MT Investment C.V., certain Subsidiary
Swingline Borrowers party thereto from time to time, each lender from time to
time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and L/C
Issuer to the Revolving Borrowers, certain Swingline Lenders and certain other
L/C Issuers party thereto from time to time, and the other agents party
thereto.

             

            The
Borrower promises to pay interest on the unpaid principal amount of each
Swingline Loan from the date of such Swingline Loan until such principal amount
is paid in full, at such interest rates and margins, on the dates, and as
otherwise agreed upon by the Borrower and the Swingline Lender, in accordance
with the Agreement.  All payments of principal and interest shall be
made to the Swingline Lender for the account of the Swingline Lender, unless
otherwise provided in the Agreement, in the currency in which the Loan was
denominated in Same Day Funds at the office for payments designated by the
Swingline Lender.  If any amount is not paid when due hereunder, such
unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after the
judgment) computed at a per annum rate set forth in the Agreement.

             

            This
Swingline Note is one of the Swingline Notes referred to in the Agreement, is
entitled to the benefits thereof and may be prepaid in whole or in part subject
to the terms and conditions provided therein.  This Swingline Note is
also entitled to the benefits of the Guaranty.  Upon the occurrence
and continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Swingline Note shall
become, or may be declared to be, immediately due and payable all as provided in
the Agreement.  Swingline Loans made by the Lender shall be evidenced
by one or more loan accounts or records maintained by the Lender in the ordinary
course of business.  The Lender may also attach schedules to this
Swingline Note and endorse thereon, among other things, the date, amount and
maturity of its Swingline Loans and payments with respect thereto.

             

            The
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Swingline Note, except as provided in the
Agreement.

             

            THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

             

            
              	 
      	
                      [APPLICABLE
      SUBSIDIARY SWINGLINE

                    
	 
      	
                      BORROWER]

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            SWINGLINE
LOANS AND PAYMENTS WITH RESPECT THERETO

             

            
              	 
      	 
      	 
      	 
      	 
      	 
      	
                      End
      of

                    	
                      Amount
      of

                    	
                      Outstanding

                    	 
      
	 
      	 
      	 
      	 
      	 
      	
                      Amount
      of

                    	
                      Interest

                    	
                      Principal
      or

                    	
                      Principal

                    	 
      
	 
      	
                      Interest

                    	 
      	 
      	
                      Maturity

                    	
                      Loan

                    	
                      Period
      (if

                    	
                      Interest
      Paid

                    	
                      Balance
      This

                    	
                      Notation

                    
	
                      Date

                    	
                      Rate

                    	
                      Margin

                    	
                      Currency

                    	
                      Date

                    	
                      Made

                    	
                      Applicable)

                    	
                      This
      Date

                    	
                      Date

                    	
                      Made
      By

                    
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    
	
                      _______

                    	
                      _______

                    	
                      _________

                    	
                      __________

                    	
                      __________

                    	
                      _________

                    	
                      _________

                    	
                      ___________

                    	
                      ___________

                    	
                      ________

                       

                    


            

             

            
 

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
D

             

            FORM
OF COMPLIANCE CERTIFICATE

             

            
              	 
      	
                      Financial
      Statement Date:____________.

                    
	 
      
	
                      To:                      JPMorgan
      Chase Bank, N.A., as Administrative
Agent

                    


            

             

            Ladies
and Gentlemen:

             

            Reference
is made to that certain Credit Agreement, dated as of August 15, 2008 (as the
same may be further amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Mettler-Toledo
International Inc.  (“Mettler-Toledo
International”), Mettler-Toledo Holding AG, Mettler-Toledo Management
Holding Deutschland GmbH, Mettler-Toledo B.V., MT Investment C.V., certain
Subsidiary Swingline Borrowers party thereto from time to time, the Lenders from
time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
and L/C Issuer to the Revolving Borrowers, certain Swingline Lenders and certain
other L/C Issuers from time to time party thereto, and the other agents party
thereto.

             

            The
undersigned Responsible Officer hereby certifies as of the date hereof that
he/she is the _________________________________________ of Mettler-Toledo
International, and that, as such, he/she is authorized to execute and deliver
this Certificate to the Administrative Agent on the behalf of Mettler-Toledo
International and its Subsidiaries, and that:

             

            [Use
following paragraph 1 for fiscal year-end financial
statements]

             

            1. 1.  The
year-end consolidated audited financial statements required by Section 6.01(a) of
the Agreement for the fiscal year of Mettler-Toledo International and its
Subsidiaries ended as of the above date, together with the report and opinion of
an independent certified public accountant required by such section have been
delivered in the manner required under Section 6.01(a) of
the Agreement.

             

            [Use
following paragraph 1 for fiscal quarter-end financial
statements]

             

            1. The
unaudited consolidated financial statements required by Section 6.01(b) of
the Agreement for the fiscal quarter of Mettler-Toledo International and its
Subsidiaries ended as of the above date have been delivered in the manner
required under Section
6.01(b) of the Agreement.  Such financial statements fairly
present the financial condition, results of operations and cash flows of
Mettler-Toledo International and its Subsidiaries in accordance with GAAP as at
such date and for such period, subject only to normal year-end audit adjustments
and the absence of footnotes.

             

            2. The
undersigned has reviewed and is familiar with the terms of the Agreement and has
made, or has caused to be made under his/her supervision, a detailed review of
the transactions and condition (financial or otherwise) of Mettler-Toledo
International and its Subsidiaries during the accounting period covered by the
attached financial statements.

             

            3. A review
of the activities of Mettler-Toledo International and its Subsidiaries during
such fiscal period has been made under the supervision of the undersigned with a
view to determining whether during such fiscal period Mettler-Toledo
International and its Subsidiaries performed and observed all its Obligations
under the Loan Documents, and

             

            [select
one:]

             

            [to the
best knowledge of the undersigned during such fiscal period, Mettler-Toledo
International and its Subsidiaries performed and observed each covenant and
condition of the Loan Documents applicable to it.]

             

            --or--

             

            [the
following covenants or conditions have not been performed or observed and the
following is a list of each such Default and its nature and
status:]

             

            4. The
representations and warranties of the Loan Parties contained in Article V of the
Agreement or which are contained in any document furnished at any time under or
in connection with the Loan Documents, are true and correct in all material
respects on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct in all material respects as of such earlier date,
and except that for purposes of this Compliance Certificate, the representations
and warranties contained in subsections (a) and (b) of Section 5.05 of the
Agreement shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01 of the
Agreement, including the statements in connection with which this Compliance
Certificate is delivered.

             

            5. The
financial covenant analyses and information set forth on Schedule 1 attached
hereto are true and accurate on and as of the date of this
Certificate.

             

            IN WITNESS WHEREOF, the
undersigned has executed this Certificate as of __________________,
______________.

             

            
              	 
      	 
      
	 
      	
                      METTLER-TOLEDO

                    
	 
      	
                      INTERNATIONAL
      INC.

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            For the
Quarter/Year ended _______________________ (“Financial Statement
Date”)

             

            SCHEDULE
1

             

            to the
Compliance Certificate

            ($ in
000’s)

             

            I.         Section
7.1l(a) Consolidated Interest Coverage Ratio.

             

            
              	 
      	
                      Subject
      Period

                    
	 
      	
                      1st
      Quarter

                    	
                      2nd
      Quarter

                    	
                      3rd
      Quarter

                    	
                      4th
      Quarter

                    	
                      Total
      Subject

                    
	 
      	
                      ended

                    	
                      ended

                    	
                      ended

                    	
                      Ended

                    	
                      Period
      ended

                    
	 
      	
                      _______

                    	
                      _______

                    	
                      _______

                    	
                      _______

                    	
                      _______ 

                    
	 
      	 
      	 
      	 
      	 
      	 
      
	
                      A.  Consolidated
      EBITDA for four consecutive fiscal quarters Ending on the above date
      (“Subject Period”)

                    	 
      	 
      	 
      	 
      	 
      
	
                      1.  
        

                    	
                      Consolidated
      Net Income for Subject Period

                    	
                       
      $

                    	
                      $

                    	
                      $

                    	
                      $

                    	
                      $

                    
	
                      2. 
         

                    	
                      Consolidated
      Interest Charges for Subject Period

                    	
                       
      $

                    	
                      $

                    	
                      $

                    	
                      $

                    	
                      $

                    
	
                      3. 
         

                    	
                      Provision
      for income and capital taxes for Subject Period

                    	
                       
      $

                    	
                      $

                    	
                      $

                    	
                      $

                    	
                      $

                    
	
                      4. 
         

                    	
                      Depreciation
      expenses for Subject Period

                    	
                       
      $

                    	
                      $

                    	
                      $

                    	
                      $

                    	
                      $

                    
	
                      5. 
         

                    	
                      Amortization
      expenses for Subject Period

                    	
                       
      $

                    	
                      $

                    	
                      $

                    	
                      $

                    	
                      $

                    
	
                      6. 
         

                    	
                      Non-cash
      items of expenses for Subject Period

                    	
                       
      $

                    	
                      $

                    	
                      $

                    	
                      $

                    	
                      $

                    
	
                      7. 
         

                    	
                      Non-cash
      extraordinary losses for Subject Period

                    	
                       
      $

                    	
                      $

                    	
                      $

                    	
                      $

                    	
                      $

                    
	
                      8. 
         

                    	
                      Cash
      non-recurring items of expense for Subject Period

                    	
                       
      $

                    	
                      $

                    	
                      $

                    	
                      $

                    	
                      $

                    
	 9.    
      	
                      Cash
      extraordinary losses for Subject Period

                    	  $ 	$	$ 	$ 	$ 
	 10.    
      	
                      Non-cash
      extraordinary gains for Subject Period

                    	 
      $ 	
                      $ 

                    	$	$	$
	 11.    
      	
                      Consolidated
      EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 – 10)

                    	 
      $ 	$	$	$	$
	B.  Consolidated
      Interest Charges for Subject Period	 
      $ 	$	$	$	$
	
                      C.
      Consolidated Interest Coverage Ratio (Line I.A.11  ̧
      I.B.) 

                    	 	 	 	 	 ____
      to 1
	
                      
                        Minimum
      Required

                      

                    	 	 	 	 	 3.5
      to 1


            

             

             

            I.         Section
7.1l(b) Consolidated Leverage Ratio.

             

            
              	 
      	
                      A.

                    	
                      Consolidated
      Funded Indebtedness at Statement Date:

                    	
                      $  
      _______

                    
	 	 	 	 	 
	 
      	
                      B.

                    	
                      Consolidated
      EBITDA for Subject Period (Line I.A.11 above):

                    	
                      $ 
      _______

                    
	 	 	 	 	 
	 
      	
                      C.

                    	
                      Consolidated
      Leverage Ratio (Line II.A ÷ Line
      II.B):

                    	_______ 
      to
      1
	 	 	 	 
	 
      	 
      	
                      Maximum
      permitted:

                    	
                          

                      3.25
      to 1

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            \

            EXHIBIT
E

             

            FORM
OF ASSIGNMENT AND ASSUMPTION

             

            This
Assignment and Assumption (this “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the
“Assignor”) and
[Insert name of
Assignee] (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

             

            For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation, the Letters of Credit, and the Swingline Loans
included in such facilities) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as, the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

             

            
              	
                      1. 
        

                    	
                      Assignor:                                ______________________________

                    


            

             

            
              	
                      2. 
        

                    	
                      Assignee:                                ______________________________
      [and is an Affiliate/Approved Fund of [identify Lender]1]

                    


            

             

            
              	
                      3. 
        

                    	
                      Borrower(s):                             ______________________________

                    


            

             

            
              	
                      4. 
        

                    	
                      Administrative
      Agent:  JPMorgan Chase Bank, N.A., as the administrative
      agent under the Credit Agreement

                    


            

             

            
              	
                      5. 
        

                    	
                      Credit
      Agreement:  Credit Agreement, dated as of August 15, 2008
      among Mettler-Toledo International Inc.  (“Mettler-Toledo
      International”), Mettler-Toledo Holding AG, Mettler-Toledo
      Management Holding Deutschland GmbH, Mettler-Toledo B.V., MT Investment
      C.V., certain Subsidiary Swingline Borrowers party thereto from time to
      time, the Lenders from time to time party thereto, JPMorgan Chase Bank,
      N.A., as Administrative Agent and L/C Issuer to the Revolving Borrowers,
      certain Swingline Lenders and certain other L/C Issuers from time to time
      party thereto, and the other agents party
  thereto.

                    


            

             

            
              	
                      6. 
        

                    	
                      Assigned
      Interest:

                    


            

             

            
              	
                      Aggregate

                      Amount
      of

                      Commitment

                      for
      all Lenders*

                    	
                      Amount
      of

                      Commitment
      Assigned*

                    	
                      Percentage

                      Assigned
      of

                      Commitment/Loans

                    
	
                      $_______________

                    	
                      $_________________

                    	
                      _________________%

                    
	
                      $_______________

                    	
                      $_________________

                    	
                      _________________%

                    
	
                      $_______________

                    	
                      $_________________

                    	
                      _________________%

                    


            

            


             

            
              	
                      7. 
        

                    	
                      Assignee
      will be a [Global Lender]/[Non-Global
Lender].

                    


            

             

            
              	
                      8. 
        

                    	
                      If
      a transfer, assignment, assumption or participation of rights and
      obligations against a Swiss Borrower is made, Assignee confirms to be a
      Swiss Qualifying Bank.

                    


            

             

            
              	
                      9. 
        

                    	
                      Assignor
      and Assignee confirm that the Assigned Interest is at least 50,000 EUR (or
      the equivalent).

                    


            

             

            
              	
                      10. 
        

                    	
                      [Trade
      Date:                                __________________]2

                    


            

             

            Effective
Date:  __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

             

            The terms
set forth in this Assignment and Assumption are hereby agreed to:

             

            
              	 
      	
                      ASSIGNOR

                    
	 
      	
                      [NAME
      OF ASSIGNOR]

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                      ASSIGNEE

                    
	 
      	
                      [NAME
      OF ASSIGNEE]

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
 

            
              	
                      [Consented
      to and]3 Accepted:

                    	 
      
	 
      	 
      
	
                      JPMORGAN
      CHASE BANK, N.A.,

                    	 
      
	
                      as
      Administrative Agent

                    	 
      
	 
      	 
      
	
                      By:

                    	 
      	 
      
	
                      Name:

                    	 
      	 
      
	
                      Title:

                    	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                      JPMORGAN
      CHASE BANK, N.A.,

                    	 
      
	
                      as
      L/C Issuer

                    	 
      
	 
      	 
      
	
                      By:

                    	 
      	 
      
	
                      Name:

                    	 
      	 
      
	
                      Title:

                    	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                      [Consented
      to:]4

                    	 
      
	 
      	 
      
	
                      [METTLER-TOLEDO
      INTERNATIONAL INC.]

                    	 
      
	 
      	 
      
	 
      	 
      
	
                      By:

                    	 
      	 
      
	
                      Name:

                    	 
      	 
      
	
                      Title:

                    	 
      	 
      


            

            

              

            

              
              ___________________________________

              
                __________________________ 

                
                  1  
Select as applicable.

                

                *  
Amount to be adjusted by the counterparties to take into account any payments or
prepayments made between the Trade Date and the Effective Date.

                2  
To be completed if the Assignor and the Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.

                3  
To be added only if the consent of the Administrative Agent is required by the
terms of the Credit Agreement.

                4  
To be added only if the consent of the Company and/or other parties is required
by the terms of the Credit Agreement.

              

            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            ANNEX
1 TO ASSIGNMENT AND ASSUMPTION

             

            STANDARD
TERMS AND CONDITIONS FOR

            ASSIGNMENT
AND ASSUMPTION

             

            1.           Representations and
Warranties.

             

            1.1.           Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Loan Parties, any of
the Subsidiaries or Affiliates or any other Person obligated in respect of any
Loan Document or (iv) the performance or observance by the Loan Parties, any of
the Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

             

            1.2.           Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it meets all requirements of an
Eligible Assignee under the Credit Agreement (subject to receipt of such
consents as may be required under the Credit Agreement), (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Foreign Lender, attached hereto is any
documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, duly completed and executed by the Assignee; and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

             

            2.           Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
not excluding the Effective Date and to the Assignee for amounts which have
accrued from and after the Effective Date.  The Assignor and the
Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

             

            3.           General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the Law of the State of New York.

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
F

             

            FORM
OF SUBSIDIARY SWINGLINE BORROWER

            REQUEST
AND ASSUMPTION AGREEMENT

             

            
              	
                      Date:

                    	
                      _________________, ___________          

                    	 
      
	
                      To:

                    	
                      JPMorgan
      Chase Bank, N.A., as Administrative
Agent

                    


            

             

            Ladies
and Gentlemen:

             

            This
Subsidiary Swingline Borrower Request and Assumption Agreement is made and
delivered pursuant to Section 2.14 of that
certain Credit Agreement, dated as of August 15, 2008 (as the same may be
further amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Credit Agreement”),
among Mettler-Toledo International Inc.  (“Mettler-Toledo
International”), Mettler-Toledo Holding AG, Mettler-Toledo Management
Holding Deutschland GmbH, Mettler-Toledo B.V., MT Investment C.V., certain
Subsidiary Swingline Borrowers party thereto from time to time, the Lenders from
time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
and L/C Issuer to the Revolving Borrowers, certain Swingline Lenders and certain
other L/C Issuers from time to time party thereto, and the other agents party
thereto, and reference is made thereto for full particulars of the matters
described therein.  All capitalized terms used in this Subsidiary
Swingline Borrower Request and Assumption Agreement and not otherwise defined
herein shall have the meanings assigned to them in the Credit
Agreement.

             

            Each of
______________________ (the “Applicant Borrower”)
and Mettler-Toledo International hereby confirms, represents and warrants to the
Administrative Agent and the Lenders that the Applicant Borrower is a Subsidiary
of Mettler-Toledo International.  The address of the Applicant
Borrower is as follows: _____________________________________.

             

            The
documents required to be delivered to the Administrative Agent and the affected
Swingline Lender under Section 2.14 of the
Credit Agreement will be furnished to the Administrative Agent and the affected
Swingline Lender in accordance with the requirements of the Credit
Agreement.

             

            The
parties hereto hereby confirm that with effect from the date hereof, the
Applicant Borrower shall have obligations, duties and liabilities toward each of
the other parties to the Credit Agreement identical to those which the Applicant
Borrower would have had if the Applicant Borrower had been an original party to
the Credit Agreement as a Subsidiary Swingline Borrower.  The
Applicant Borrower confirms its acceptance of, and consents to, all
representations and warranties, covenants, and other terms and provisions of the
Credit Agreement.

             

            The
parties hereto hereby request that the Applicant Borrower be entitled to receive
Swingline Loans under the Credit Agreement in the Subsidiary Currency, having
the Subsidiary Currency Sublimit and to be made in the jurisdiction set forth
below, and understand, acknowledge and agree that neither the Applicant Borrower
nor Mettler-Toledo International on its behalf shall have any right to request
any Swingline Loans for its account unless and until the date five Business Days
after the effective date designated by the Administrative Agent in a Notice of
Designation of Additional Subsidiary Swingline Borrower, Applicable Subsidiary
Currency and Subsidiary Currency Sublimit delivered to Mettler-Toledo
International and the Swingline Lender pursuant to Section 2.14 of the
Credit Agreement.

             

            
              	
                      Name
      of Subsidiary Swingline Borrower

                    	
                      Subsidiary
      Currency and Sublimit

                    	
                      Permitted
      Jurisdiction in which Swingline Loans may be made to such Subsidiary
      Swingline Borrower

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


            

             

            This
Subsidiary Swingline Borrower Request and Assumption Agreement shall constitute
a Loan Document under the Credit Agreement.

             

            THIS
SUBSIDIARY SWINGLINE BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE;
PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.

             

            IN WITNESS WHEREOF, the
parties hereto have caused this Subsidiary Swingline Borrower Request and
Assumption Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.

             

            
              	 
      	
                      [APPLICANT
      BORROWER]

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                      METTLER-TOLEDO

                    
	 
      	
                      INTERNATIONAL
      INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
G

             

            FORM
OF NOTICE OF DESIGNATION OF

             ADDITIONAL
SUBSIDIARY SWINGLINE BORROWER, APPLICABLE SUBSIDIARY CURRENCY AND SUBSIDIARY
CURRENCY SUBLIMIT

             

            
               

              
                	
                        Date:

                      	
                        _________________, ___________          

                      	 
      
	
                        To:

                      	
                        Mettler-Toledo
      International, Inc. and the Lenders

                      


              

               

            

            Ladies
and Gentlemen:

             

            This
Notice of Designation of Additional Subsidiary Swingline Borrower, Applicable
Subsidiary Currency and Subsidiary Currency Sublimit is made and delivered
pursuant to Section
2.14 of that certain Credit Agreement, dated as of August 15, 2008 (as
the same may be further amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”),
among Mettler-Toledo International Inc.  (“Mettler-Toledo
International”), Mettler-Toledo Holding AG, Mettler-Toledo Management
Holding Deutschland GmbH, Mettler-Toledo B.V., MT Investment C.V., certain
Subsidiary Swingline Borrowers party thereto from time to time, the Lenders from
time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
and L/C Issuer to the Revolving Borrowers, and certain Swingline Lenders and
certain other L/C Issuers from time to time party thereto, and the other agents
party thereto, and reference is made thereto for full particulars of the matters
described therein.  All capitalized terms used in this Notice of
Designation of Additional Subsidiary Swingline Borrower, Applicable Subsidiary
Currency and Subsidiary Currency Sublimit and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.

             

            The
Administrative Agent hereby notifies Mettler-Toledo International and the
Lenders that effective as of the date hereof the following Subsidiary shall be a
Subsidiary Swingline Borrower with the following Subsidiary Currency Sublimit
and may receive Swingline Loans in the following Subsidiary Currency and
jurisdiction for its account on the terms and conditions set forth in the Credit
Agreement:

             

            
              	
                      Name
      of Subsidiary Swingline Borrower

                    	
                      Subsidiary
      Currency and Sublimit

                    	
                      Permitted
      Jurisdiction in which Swingline Loans may be made to such Subsidiary
      Swingline Borrower

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


            

            


             

            This
Notice of Designation of Additional Subsidiary Swingline Borrower, Applicable
Subsidiary Currency and Subsidiary Currency Sublimit shall constitute a Loan
Document under the Credit Agreement.

             

            
              	 
      	
                      JPMORGAN
      CHASE BANK, N.A.,

                    
	 
      	
                      as
      Administrative Agent

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
H

             

            FORMS
OF OPINIONS

             

            [Opinions
for counsel for Revolving Borrowers in forms to be agreed]

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
I

             

            FORM
OF SUBSIDIARY SWINGLINE

             

            BORROWER
SUBLIMIT ADJUSTMENT CONSENT

             

            
              
                	
                        Date:

                      	
                        _________________, ___________          

                      	 
      
	
                         

                      	
                         

                      


              

               

            

            Ladies
and Gentlemen:

             

            Reference
is made to that certain Credit Agreement, dated as of August 15, 2008 (as the
same may be further amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Mettler-Toledo
International Inc.  (“Mettler-Toledo
International”), Mettler-Toledo Holding AG, Mettler-Toledo Management
Holding Deutschland GmbH, Mettler-Toledo B.V., MT Investment C.V., certain
Subsidiary Swingline Borrowers party thereto from time to time, the Lenders from
time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
and L/C Issuer to the Revolving Borrowers, and certain Swingline Lenders and
certain other L/C Issuers from time to time party thereto, and the other agents
party thereto.

             

            Mettler-Toledo
International hereby requests on behalf of the Subsidiary Swingline Borrowers
set forth below, that the Subsidiary Currency Sublimits for such Subsidiary
Swingline Borrowers be adjusted, which adjustment(s) shall be effective upon the
required consents, as set forth below:

             

            
              	
                      Name
      of Subsidiary Swingline Borrower

                    	
                      Subsidiary
      Currency and Requested Sublimit

                    
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


            

            Mettler-Toledo
International hereby represents and warrants that the adjustment to the
Subsidiary Swingline Sublimit complies with the requirements in the definition
of the “Subsidiary Swingline Borrower Sublimit” and with the provisions of the
Agreement.

             

            This
Subsidiary Swingline Borrower Sublimit Adjustment Consent shall constitute a
Loan Document under the Credit Agreement.

             

            [Signature
Page Follows]

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	 
      	
                      METTLER-TOLEDO
      INTERNATIONAL INC.

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


            

            Consented
to:

             

            
              	
                      [SWINGLINE
      LENDER]

                    	 
      
	 
      	 
      
	 
      	 
      
	
                      By:

                    	 
      	 
      
	
                      Name:

                    	 
      	 
      
	
                      Title:

                    	 
      	 
      
	 
      	 
      	 
      


            

             

            [This
Consent is being presented pursuant to the last sentence of [Section 2.03(c)(v)]
[Section
2.04(e)(v)] of the Agreement.

             

            Mettler-Toledo
International hereby requests on behalf of the Subsidiary Swingline Borrowers
that the aggregate Subsidiary Swingline Borrower Sublimit be adjusted to
$____________ effective upon the consent of the Administrative
Agent.

             

            Mettler-Toledo
International hereby requests the consent of the Administrative Agent to the
adjustment to the Subsidiary Currency Sublimit set forth in the second paragraph
of this Consent.

             

            Consented
to:

             

            
              	
                      JPMORGAN
      CHASE BANK, N.A.,

                    	 
      
	
                      as
      Administrative Agent

                    	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                      By:                                                      

                    	 
      
	
                      Name:

                    	 
      
	
                      Title:]

                    	 
      


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
J

             

            FORM
OF SWINGLINE LOAN CALCULATION DATE NOTICE

             

             

            
              
                 

                
                  	
                          Date:

                        	
                          _________________, ___________          

                        	 
      
	
                          To:

                        	
                          JPMorgan
      Chase Bank, N.A., as Administrative
Agent

                        


                

                 

              

            

            Ladies
and Gentlemen:

             

            Reference
is made to that certain Credit Agreement, dated as of August 15, 2008 (as the
same may be further amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Mettler-Toledo
International Inc.  (“Mettler-Toledo
International”), Mettler-Toledo Holding AG, Mettler-Toledo Management
Holding Deutschland GmbH, Mettler-Toledo B.V., MT Investment C.V., certain
Subsidiary Swingline Borrowers party thereto from time to time, the Lenders from
time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
and L/C Issuer to the Revolving Borrowers, and certain Swingline Lenders and
certain other L/C Issuers from time to time party thereto, and the other agents
party thereto.

             

            Pursuant
to Section 2.05(c) of the Agreement, ____________________, a Swingline Lender
under the Agreement (the “Applicable Swingline
Lender”), hereby gives you notice of the aggregate Outstanding Amount
(calculated in the applicable Subsidiary Currency) of all Subsidiary L/C
Obligations and all Swingline Loans of the Subsidiary Swingline Borrower to whom
the Applicable Swingline Lender makes Swingline Loans (without application of
the Assumed Swingline Loan Amount):

             

            1.           The
Subsidiary Swingline Borrower to whom Swingline Loans are
made:____________.

             

            2.           Subsidiary
Currency in which such Swingline Loans
are  made:____________________

             

            
              	
                      3.

                    	
                      Outstanding
      principal amount of all Subsidiary L/C Obligations so such Subsidiary
      Swingline Borrower calculated in the applicable Subsidiary
      Currency:

                    


            

             

            
              	
                       
      

                    	
                      _____________________________.

                    


            

             

            
              	
                      4.

                    	
                      Outstanding
      principal amount of all Swingline Loans to such Subsidiary Swingline
      Borrower calculated in the applicable Subsidiary
  Currency:

                    


            

             

            
              	
                       
      

                    	
                      _____________________________.

                    


            

             

            This
Swingline Loan Calculation Date Notice shall constitute a Loan Document under
the Credit Agreement.

             

            
              	 
      	
                      [SWINGLINE
      LENDER]

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
K

             

            FORM
OF NOTICE OF SWINGLINE LOAN AMOUNTS

             

            
              
                 

                
                  	
                          Date:

                        	
                          _________________, ___________          

                        	 
      
	
                          To:

                        	
                          Mettler-Toledo
      International, Inc. and the Lenders

                        


                

                 

              

            

            Ladies
and Gentlemen:

             

            Reference
is made to that certain Credit Agreement, dated as of August 15, 2008 (as the
same may be further amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Mettler-Toledo
International Inc.  (“Mettler-Toledo
International”), Mettler-Toledo Holding AG, Mettler-Toledo Management
Holding Deutschland GmbH, Mettler-Toledo B.V., MT Investment C.V., certain
Subsidiary Swingline Borrowers party thereto from time to time, the Lenders from
time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
and L/C Issuer to the Revolving Borrowers and certain Swingline Lenders and
certain other L/C Issuers from time to time party thereto, and the other agents
party thereto.

             

            The
Administrative Agent hereby notifies Mettler-Toledo International and the
Lenders that, pursuant to Section 2.05(c) of the Agreement, the aggregate
Outstanding Amount of all Subsidiary L/C Obligations and all Swingline Loans of
all of the Subsidiary Swingline Borrowers (in each case, without application of
the Assumed Swingline Loan Amount) is $__________________.

             

            This
Notice of Swingline Loan Amounts shall constitute a Loan Document under the
Credit Agreement.

             

            
              	 
      	
                      JPMORGAN
      CHASE BANK, N.A.

                    
	 
      	
                      as
      Administrative Agent

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
L

             

            FORM
OF  REVOLVING BORROWER

            REQUEST
AND ASSUMPTION AGREEMENT

             

             

            
              
                 

                
                  	
                          Date:

                        	
                          _________________, ___________          

                        	 
      
	
                          To:

                        	
                          
                            JPMorgan
      Chase Bank, N.A., as Administrative
Agent

                          

                        


                

                 

              

            

            Ladies
and Gentlemen:

             

            This
Revolving Borrower Request and Assumption Agreement is made and delivered
pursuant to Section
2.16 of that certain Credit Agreement, dated as of August 15, 2008 (as
the same may be further amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”),
among Mettler-Toledo International Inc.  (“Mettler-Toledo
International”), Mettler-Toledo Holding AG, Mettler-Toledo Management
Holding Deutschland GmbH, Mettler-Toledo B.V., MT Investment C.V., certain
Subsidiary Swingline Borrowers party thereto from time to time, the Lenders from
time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
and L/C Issuer to the Revolving Borrowers, certain Swingline Lenders and certain
other L/C Issuers from time to time party thereto, and the other agents party
thereto, and reference is made thereto for full particulars of the matters
described therein.  All capitalized terms used in this Revolving
Borrower Request and Assumption Agreement and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.

             

            Each of
______________________ (the “Applicant Revolving
Borrower”) and Mettler-Toledo International hereby confirms, represents
and warrants to the Administrative Agent and the Lenders that the Applicant
Revolving Borrower is a Subsidiary of Mettler-Toledo
International.  The address of the Applicant Revolving Borrower is as
follows: _____________________________________.

             

            The
documents required to be delivered to the Administrative Agent under Section 2.16 of the
Credit Agreement will be furnished to the Administrative Agent in accordance
with the requirements of the Credit Agreement.

             

            The
parties hereto hereby confirm that with effect from the date hereof, the
Applicant Revolving Borrower shall have obligations, duties and liabilities
toward each of the other parties to the Credit Agreement identical to those
which the Applicant Revolving Borrower would have had if the Applicant Revolving
Borrower had been an original party to the Credit Agreement as a Revolving
Borrower.  The Applicant Revolving Borrower confirms its acceptance
of, and consents to, all representations and warranties, covenants, and other
terms and provisions of the Credit Agreement.

             

            The
parties hereto hereby request that the Applicant Revolving Borrower be entitled
to receive Revolving Loans under the Credit Agreement in the Applicable Currency
set forth below, and understand, acknowledge and agree that neither the
Applicant Revolving Borrower nor Mettler-Toledo International on its behalf
shall have any right to request any Revolving Loans for its account unless and
until the date five Business Days after the effective date designated by the
Administrative Agent in a Notice of Designation of Additional Revolving Borrower
and Applicable Currency delivered to Mettler-Toledo International and the
Lenders pursuant to Section 2.16 of the
Credit Agreement.

             

            
              	
                      Name
      of Revolving Borrower

                    	
                      Applicable
      Currency

                    
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


            

             

            This
Revolving Borrower Request and Assumption Agreement shall constitute a Loan
Document under the Credit Agreement.

             

            THIS
REVOLVING BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT
THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.

             

            IN WITNESS WHEREOF, the
parties hereto have caused this Revolving Borrower Request and Assumption
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

             

            
              	 
      	
                      [APPLICANT
      REVOLVING BORROWER]

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                      METTLER-TOLEDO

                    
	 
      	
                      INTERNATIONAL
      INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      
	
                      Consented
      to by:

                    	
                      JPMORGAN
      CHASE BANK, N.A.,

                    
	 
      	
                      as
      Administrative Agent

                    
	 
      	 
      
	 
      	
                      By:

                    
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
M

             

            FORM
OF NOTICE OF DESIGNATION OF

             ADDITIONAL
REVOLVING BORROWER AND APPLICABLE CURRENCY

             

            
              
                 

                
                  	
                          Date:

                        	
                          _________________, ___________          

                        	 
      
	
                          To:

                        	
                          Mettler-Toledo
      International, Inc. and the Lenders

                        


                

                 

              

            

            Ladies
and Gentlemen:

             

            This
Notice of Designation of Additional Revolving Borrower and Applicable Currency
is made and delivered pursuant to Section 2.16 of that
certain Credit Agreement, dated as of August 15, 2008 (as the same may be
further amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Credit Agreement”),
among Mettler-Toledo International Inc.  (“Mettler-Toledo
International”), Mettler-Toledo Holding AG, Mettler-Toledo Management
Holding Deutschland GmbH, Mettler-Toledo B.V., MT Investment C.V., certain
Subsidiary Swingline Borrowers party thereto from time to time, the Lenders from
time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
and L/C Issuer to the Revolving Borrowers, and certain Swingline Lenders and
certain other L/C Issuers from time to time party thereto, and the other agents
party thereto, and reference is made thereto for full particulars of the matters
described therein.  All capitalized terms used in this Notice of
Designation of Additional Revolving Borrower and Applicable Currency and not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement.

             

            The
Administrative Agent hereby notifies Mettler-Toledo International and the
Lenders that effective as of the date hereof the following Subsidiary shall be a
Revolving Borrower and may receive Revolving Loans in the following Applicable
Currency for its account on the terms and conditions set forth in the Credit
Agreement:

             

            
              	
                      Name
      of Revolving Borrower

                    	
                      Applicable
      Currency

                    
	 
      	 
      
	 
      	 
      
	 
      	 
      


            

             

            This
Notice of Designation of Additional Revolving Borrower and Applicable Currency
shall constitute a Loan Document under the Credit Agreement.

             

            
              	 
      	
                      JPMORGAN
      CHASE BANK, N.A.,

                    
	 
      	
                      as
      Administrative Agent

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
N

             

            FORM
OF SWISS TAX CERTIFICATE

             

            


            SWISS
WITHHOLDING CERTIFICATE

             

            


             

            Reference
is made to the Credit Agreement dated as of August 15, 2008, among
METTLER-TOLEDO INTERNATIONAL INC., a Delaware corporation, as a borrower of
Revolving Loans and the Guarantor ("Mettler-Toledo
International"), METTLER-TOLEDO HOLDING AG, a Swiss stock corporation, as
a borrower of Revolving Loans ("MTH"), METTLER-TOLEDO
AG, a corporation organized under the laws of Switzerland, as a Subsidiary
Swingline Borrower (“MTAG”) (collectively,
MTH and MTAG shall be referred to as the “Swiss Borrowers”),
and certain other Subsidiaries of Mettler-Toledo International as Borrowers,
each lender from time to time party thereto (each a "Lender"), and
JPMORGAN CHASE BANK, N.A., as Administrative Agent and L/C Issuer and certain
other parties thereto from time to time (the "Credit Agreement").
Capitalized terms used herein but not defined herein shall have the meanings
ascribed to them in the Credit Agreement.

             

            [____________________].
(the "Lender")
is [making a loan]/[taking an assignment of a Loan]/[participating in a Loan] to
the Swiss Borrowers pursuant to the Credit Agreement (the "Loan") and is
providing this certificate pursuant to subsection
[4.01(a)(x)]/[10.07(b)]/[10.07(d)] of the Credit Agreement. The Lender, and if
such Lender is a branch, such branch, each hereby represent and warrant
that:

             

            1.           It
is recognized and registered as a bank under the laws in force in its country of
incorporation.

             

            2.           It
is actively involved in the banking business.

             

            3.           It
is making the Loan for its own account, and will not hold such interest,
directly or indirectly, for or on behalf of, or as nominee for, any other Person
and will not have any nominee benefiting in any way in such Loan.

             

            4.           It
shall promptly notify the Swiss Borrowers and the Administrative Agent if any of
the foregoing representations and warranties made herein are no longer true and
correct.

            


            The
Lender acknowledges and understands that, based on the foregoing representation,
the Swiss Borrowers shall take the position that the Lender, and if such Lender
is a branch, such branch, is a "bank" as defined in the "Merkblatt: Steuerliche
Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und
Unterbeteiligungen" issued by the Swiss Federal tax authorities and
dated January 2000 for the purposes of qualifying Loans to the Swiss
Borrowers not to be subject to the Swiss withholding tax and Swiss issue stamp
tax. The Swiss Borrowers acknowledge that the Lender does not opine, represent
or have any knowledge as to whether or not the position taken by the Swiss
Borrowers as described in the preceding sentence is correct.

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            IN
WITNESS WHEREOF, the undersigned has duly executed this
certificate.

            


            
              	 
      	
                      [___________________], as
      Lender

                       

                    
	 
      	
                      By:           ____________________________

                      Name:

                      Title:

                    


            

            


            


            Date:
[___________________]