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                       Registration Rights Agreement



                       Dated As of November 12, 2003

                                   among

                     Mettler-Toledo International Inc.
                          (a Delaware corporation)

                                    and

                   Merrill Lynch, Pierce, Fenner & Smith
                                Incorporated

                                    and

                    the other several Initial Purchasers











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                                                                  EXHIBIT 10.11

                       REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "Agreement") is made and
entered into this 12th day of November, 2003, among Mettler-Toledo
International Inc., a Delaware corporation (the "Company"), and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and the other several Initial
Purchasers named in Schedule I to the Purchase Agreement (collectively, the
"Initial Purchasers").

     This Agreement is made pursuant to the Purchase Agreement, dated as of
November 3, 2003, among the Company and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Company to the
Initial Purchasers of an aggregate of $150 million principal amount of the
Company's 4.85% Senior Notes due 2010, (the "Securities"). In order to
induce the Initial Purchasers to enter into the Purchase Agreement, the
Company has agreed to provide to the Initial Purchasers and their direct
and indirect transferees the registration rights set forth in this
Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement.

     In consideration of the foregoing, the parties hereto agree as
follows:

1.       Definitions.

     As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

     "1933 Act" shall mean the Securities Act of 1933, as amended from time
to time.

     "1934 Act" shall mean the Securities Exchange Act of l934, as amended
from time to time.

     "Closing Date" shall mean the Closing Time as defined in the Purchase
Agreement.

     "Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

     "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Company; provided, however, that such
depositary must have an address in the Borough of Manhattan, in the City of
New York.

     "Exchange Offer" shall mean the exchange offer by the Company of
Exchange Securities for Registrable Securities pursuant to Section 2.1
hereof.

     "Exchange Offer Registration" shall mean a registration under the 1933
Act effected pursuant to Section 2.1 hereof.

     "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another
appropriate form), and all amendments and supplements to such registration
statement, including the Prospectus contained therein, all exhibits thereto
and all documents incorporated by reference therein.

     "Exchange Period" shall have the meaning set forth in Section 2.1
hereof.

     "Exchange Securities" shall mean the 4.85% Senior Notes due 2010,
issued by the Company under the Indenture containing terms identical to the
Securities in all material respects (except for references to certain
interest rate provisions, restrictions on transfers and restrictive
legends), to be offered to Holders of Securities in exchange for
Registrable Securities pursuant to the Exchange Offer.

     "Holder" shall mean an Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture and each Participating Broker-Dealer that holds
Exchange Securities for so long as such Participating Broker-Dealer is
required to deliver a prospectus meeting the requirements of the 1933 Act
in connection with any resale of such Exchange Securities.

     "Indenture" shall mean the Indenture, dated as of November 12, 2003,
between the Company and JPMorgan Chase Bank, as trustee, as the same may be
amended, supplemented, waived or otherwise modified from time to time in
accordance with the terms thereof.

     "Initial Purchaser" or "Initial Purchasers" shall have the meaning set
forth in the preamble.

     "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Outstanding (as defined in the Indenture)
Registrable Securities; provided that whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company and other obligors on
the Securities or any Affiliate (as defined in the Indenture) of the
Company shall be disregarded in determining whether such consent or
approval was given by the Holders of such required percentage amount.

     "Participating Broker-Dealer" shall mean any of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, the Initial Purchasers and any other
broker-dealer which makes a market in the Securities and exchanges
Registrable Securities in the Exchange Offer for Exchange Securities.

     "Person" shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated
organization, or a government or agency or political subdivision thereof.

     "Private Exchange" shall have the meaning set forth in Section 2.1
hereof.

     "Private Exchange Securities" shall have the meaning set forth in
Section 2.1 hereof.

     "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to a prospectus,
including post-effective amendments, and in each case including all
material incorporated by reference therein.

     "Purchase Agreement" shall have the meaning set forth in the preamble.

     "Registrable Securities" shall mean the Securities and, if issued, the
Private Exchange Securities; provided, however, that Securities and, if
issued, the Private Exchange Securities, shall cease to be Registrable
Securities when (i) a Registration Statement with respect to such
Securities shall have been declared effective under the 1933 Act and such
Securities shall have been disposed of pursuant to such Registration
Statement, (ii) such Securities have been sold to the public pursuant to
Rule l44 (or any similar provision then in force, but not Rule 144A) under
the 1933 Act, (iii) such Securities shall have ceased to be outstanding or
(iv) the Exchange Offer is consummated (except in the case of Securities
purchased from the Company and continued to be held by the Initial
Purchasers).

     "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees,
including, if applicable, the fees and expenses of any "qualified
independent underwriter" (and its counsel) that is required to be retained
by any holder of Registrable Securities in accordance with the rules and
regulations of the NASD, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws and compliance with
the rules of the NASD (including reasonable fees and disbursements of
counsel for any underwriters or Holders in connection with blue sky
qualification of any of the Exchange Securities or Registrable Securities
and any filings with the NASD), (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales
agreements and other documents relating to the performance of and
compliance with this Agreement, (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Securities
on any securities exchange or exchanges, (v) all rating agency fees, (vi)
the fees and disbursements of counsel for the Company and of the
independent public accountants of the Company, including the expenses of
any special audits or "cold comfort" letters required by or incident to
such performance and compliance, (vii) the fees and expenses of the
Trustee, and any escrow agent or custodian, (viii) the reasonable fees and
expenses of the Initial Purchasers in connection with the Exchange Offer,
including the reasonable fees and expenses of counsel to the Initial
Purchasers in connection therewith, (ix) the reasonable fees and
disbursements of Simpson Thacher & Bartlett LLP, special counsel
representing the Holders of Registrable Securities such fees and
disbursements not to exceed $10,000, and (x) any fees and disbursements of
the underwriters customarily required to be paid by issuers or sellers of
securities and the fees and expenses of any special experts retained by the
Company in connection with any Registration Statement, but excluding
underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of Registrable Securities by a Holder.

     "Registration Statement" shall mean any registration statement of the
Company which covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement, and all amendments
and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

     "SEC" shall mean the U.S. Securities and Exchange Commission or any
successor agency or government body performing the functions currently
performed by the U.S. Securities and Exchange Commission.

     "Shelf Registration" shall mean a registration effected pursuant to
Section 2.2 hereof.

     "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2.2 of this
Agreement which covers all of the Registrable Securities or all of the
Private Exchange Securities on an appropriate form under Rule 415 under the
1933 Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

     "Trustee" shall mean the trustee with respect to the Securities under
the Indenture.

     2. Registration Under the 1933 Act.

     2.1. Exchange Offer. The Company shall, for the benefit of the
Holders, at the Company's cost, (A) prepare and, as soon as practicable but
not later than 150 days following the Closing Date, file with the SEC an
Exchange Offer Registration Statement on an appropriate form under the 1933
Act with respect to a proposed Exchange Offer and the issuance and delivery
to the Holders, in exchange for the Registrable Securities (other than
Private Exchange Securities), of a like principal amount of Exchange
Securities, (B) use its best efforts to cause the Exchange Offer
Registration Statement to be declared effective under the 1933 Act within
210 days of the Closing Date, (C) use its best efforts to keep the Exchange
Offer Registration Statement effective until the closing of the Exchange
Offer and (D) use its best efforts to cause the Exchange Offer to be
consummated not later than 240 days following the Closing Date. The
Exchange Securities will be issued under the Indenture. Upon the
effectiveness of the Exchange Offer Registration Statement, the Company
shall promptly commence the Exchange Offer, it being the objective of such
Exchange Offer to enable each Holder eligible and electing to exchange
Registrable Securities for Exchange Securities (assuming that such Holder
(a) is not an affiliate of the Company within the meaning of Rule 405 under
the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities
acquired directly from the Company for its own account, (c) acquired the
Exchange Securities in the ordinary course of such Holder's business and
(d) has no arrangements or understandings with any Person to participate in
the Exchange Offer for the purpose of distributing the Exchange Securities)
to transfer such Exchange Securities from and after their receipt without
any limitations or restrictions under the 1933 Act and under state
securities or blue sky laws.

     In connection with the Exchange Offer, the Company shall:

     (a) mail as promptly as practicable to each Holder a copy of the
Prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;

     (b) keep the Exchange Offer open for acceptance for a period of not
less than 30 calendar days after the date notice thereof is mailed to the
Holders (or longer if required by applicable law) (such period referred to
herein as the "Exchange Period");

     (c) utilize the services of the Depositary for the Exchange Offer;

     (d) permit Holders to withdraw tendered Registrable Securities at any
time prior to 5:00 p.m. (Eastern Time), on the last business day of the
Exchange Period, by sending to the institution specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Registrable Securities delivered for
exchange, and a statement that such Holder is withdrawing such Holder's
election to have such Securities exchanged;

     (e) notify each Holder that any Registrable Security not tendered will
remain outstanding and continue to accrue interest, but will not retain any
rights under this Agreement (except in the case of the Initial Purchasers
and Participating Broker-Dealers as provided herein); and

     (f) otherwise comply in all respects with all applicable laws relating
to the Exchange Offer.

     If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Securities acquired by them and having the status of an
unsold allotment in the initial distribution, the Company upon the request
of any Initial Purchaser shall, simultaneously with the delivery of the
Exchange Securities in the Exchange Offer, issue and deliver to such
Initial Purchaser in exchange (the "Private Exchange") for the Securities
held by such Initial Purchaser, a like principal amount of debt securities
of the Company on a senior basis, that are identical (except that such
securities shall bear appropriate transfer restrictions) to the Exchange
Securities (the "Private Exchange Securities").

     The Exchange Securities and the Private Exchange Securities shall be
issued under (i) the Indenture or (ii) an indenture identical in all
material respects to the Indenture and which, in either case, has been
qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), or
is exempt from such qualification and shall provide that the Exchange
Securities shall not be subject to the transfer restrictions set forth in
the Indenture but that the Private Exchange Securities shall be subject to
such transfer restrictions. The Indenture or such indenture shall provide
that the Exchange Securities, the Private Exchange Securities and the
Securities shall vote and consent together on all matters as one class and
that none of the Exchange Securities, the Private Exchange Securities or
the Securities will have the right to vote or consent as a separate class
on any matter. The Private Exchange Securities shall be of the same series
as and the Company shall use all commercially reasonable efforts to have
the Private Exchange Securities bear the same CUSIP number as the Exchange
Securities. The Company shall not have any liability under this Agreement
solely as a result of such Private Exchange Securities not bearing the same
CUSIP number as the Exchange Securities.

     As soon as practicable after the close of the Exchange Offer and/or
the Private Exchange, as the case may be, the Company shall:

          (i) accept for exchange all Registrable Securities duly tendered
     and not validly withdrawn pursuant to the Exchange Offer in accordance
     with the terms of the Exchange Offer Registration Statement and the
     letter of transmittal which shall be an exhibit thereto;

          (ii) accept for exchange all Securities properly tendered
     pursuant to the Private Exchange;

          (iii) deliver, or cause to be delivered, to the Trustee for
     cancellation all Registrable Securities so accepted for exchange; and

          (iv) cause the Trustee promptly to authenticate and deliver
     Exchange Securities or Private Exchange Securities, as the case may
     be, to each Holder of Registrable Securities so accepted for exchange
     in a principal amount equal to the principal amount of the Registrable
     Securities of such Holder so accepted for exchange.

     Interest on each Exchange Security and Private Exchange Security will
accrue from the last date on which interest was paid on the Registrable
Securities surrendered in exchange therefor or, if no interest has been
paid on the Registrable Securities, from the date of original issuance. The
Exchange Offer and the Private Exchange shall not be subject to any
conditions, other than (i) that the Exchange Offer or the Private Exchange,
or the making of any exchange by a Holder, does not violate applicable law
or any applicable interpretation of the staff of the SEC, (ii) the due
tendering of Registrable Securities in accordance with the Exchange Offer
and the Private Exchange, (iii) that each Holder of Registrable Securities
exchanged in the Exchange Offer shall have represented that all Exchange
Securities to be received by it shall be acquired in the ordinary course of
its business and that at the time of the consummation of the Exchange Offer
it shall have no arrangement or understanding with any person to
participate in the distribution (within the meaning of the 1933 Act) of the
Exchange Securities and shall have made such other representations as may
be reasonably necessary under applicable SEC rules, regulations or
interpretations to render the use of Form S-4 or other appropriate form
under the 1933 Act available and (iv) that no action or proceeding shall
have been instituted or threatened in any court or by or before any
governmental agency with respect to the Exchange Offer or the Private
Exchange which, in the Company's judgment, would reasonably be expected to
impair the ability of the Company to proceed with the Exchange Offer or the
Private Exchange. The Company shall inform the Initial Purchasers of the
names and addresses of the Holders to whom the Exchange Offer is made, and
the Initial Purchasers shall have the right to contact such Holders and
otherwise facilitate the tender of Registrable Securities in the Exchange
Offer.

     2.2. Shelf Registration. (i) If, because of any changes in law, SEC
rules or regulations or applicable interpretations thereof by the staff of
the SEC, the Company is not permitted to effect the Exchange Offer as
contemplated by Section 2.1 hereof, (ii) if for any other reason the
Exchange Offer Registration Statement is not declared effective within 210
days following the original issue of the Registrable Securities or the
Exchange Offer is not consummated within 240 days after the original issue
of the Registrable Securities, (iii) upon the reasonable request of any of
the Initial Purchasers, within 30 business days following the consummation
of the Exchange Offer, if any such Initial Purchaser shall hold Registrable
Securities which are acquired directly from the Company and if such Initial
Purchaser is not permitted, in the opinion of counsel to such Initial
Purchaser, pursuant to applicable interpretation of the staff of the SEC,
to participate in the Exchange Offer, or (iv) if a Holder is not permitted
to participate in the Exchange Offer or does not receive fully tradeable
Exchange Securities pursuant to the Exchange Offer, then in case of each of
clauses (i) through (iv) the Company shall, at its cost:

     (a) As promptly as practicable, file with the SEC, and thereafter
shall use its best efforts to cause to be declared effective as promptly as
practicable but no later than 240 days after the original issue of the
Registrable Securities, a Shelf Registration Statement relating to the
offer and sale of the Registrable Securities by the Holders from time to
time in accordance with the methods of distribution elected by the Majority
Holders participating in the Shelf Registration and set forth in such Shelf
Registration Statement.

     (b) Subject to Section 2.2(c), use its reasonable efforts to keep the
Shelf Registration Statement continuously effective in order to permit the
Prospectus forming part thereof to be usable by Holders for a period of two
years from the date the Shelf Registration Statement is declared effective
by the SEC, or for such shorter period that will terminate when all
Registrable Securities covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement or cease to be
outstanding or otherwise to be Registrable Securities (the "Effectiveness
Period"); provided, however, that the Effectiveness Period in respect of
the Shelf Registration Statement shall be extended to the extent required
to permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 under the 1933 Act and as otherwise provided
herein.

     (c) The Company may suspend the use of the Prospectus forming a part
of the Shelf Registration Statement to avoid premature public disclosure of
a pending material corporate transaction, including, without limitation,
pending material acquisitions and divestitures; provided that the Company
promptly thereafter complies with the requirements of Section 3, as then
applicable.

     (d) Notwithstanding any other provisions hereof, use its best efforts
to ensure that (i) any Shelf Registration Statement and any amendment
thereto and any Prospectus forming part thereof and any supplement thereto
complies in all material respects with the 1933 Act and the rules and
regulations thereunder, (ii) any Shelf Registration Statement and any
amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading and (iii) any Prospectus forming part of any Shelf Registration
Statement, and any supplement to such Prospectus (as amended or
supplemented from time to time), does not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements, in light of the circumstances under which they were made,
not misleading.

     The Company agrees, if necessary, to supplement or amend the Shelf
Registration Statement, as required by Section 3(b) below, and to furnish
to the Holders of Registrable Securities copies of any such supplement or
amendment promptly after its being used or filed with the SEC.

     2.3. Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2.1 or 2.2. Each
Holder shall pay all underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

     2.4. Effectiveness. (a) The Company will be deemed not to have used
its best efforts to cause the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, to become, or to remain,
effective during the requisite period if the Company voluntarily takes any
action that would, or omits to take any action which omission would, result
in any such Registration Statement not being declared effective or in the
Holders of Registrable Securities covered thereby not being able to
exchange or offer and sell such Registrable Securities during that period
as and to the extent contemplated hereby, unless such action or omission is
required by applicable law or permitted by Section 2.2(c) hereof.

     (b) An Exchange Offer Registration Statement pursuant to Section 2.1
hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been
declared effective, the offering of Registrable Securities pursuant to an
Exchange Offer Registration Statement or a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement
of the SEC or any other governmental agency or court, such Registration
Statement will be deemed not to have become effective during the period of
such interference, until the offering of Registrable Securities pursuant to
such Registration Statement may legally resume.

     2.5. Interest. The Indenture executed in connection with the
Securities will provide that in the event that either (a) the Exchange
Offer Registration Statement is not filed with the Commission on or prior
to the 150th calendar day following the date of original issue of the
Securities, (b) the Exchange Offer Registration Statement has not been
declared effective on or prior to the 210th calendar day following the date
of original issue of the Securities or (c) the Exchange Offer is not
consummated or a Shelf Registration Statement is not declared effective, in
either case, on or prior to the 240th calendar day following the date of
original issue of the Securities (each such event referred to in clauses
(a) through (c) above, a "Registration Default"), the interest rate borne
by the Securities shall be increased ("Additional Interest") by one-quarter
of one percent (0.25%) per annum upon the occurrence of each Registration
Default, which rate will increase by one-quarter of one percent (0.25%)
each 90-day period that such Additional Interest continues to accrue under
any such circumstance, provided that the maximum aggregate increase in the
interest rate will in no event exceed one-half of one percent (0.50%) per
annum. Following the cure of all Registration Defaults the accrual of
Additional Interest will cease and the interest rate will revert to the
original rate.

     If the Shelf Registration Statement is unusable by the Holders for any
reason, including the reason set forth in Section 2.2(c), and the aggregate
number of days in any consecutive twelve-month period for which the Shelf
Registration Statement shall not be usable exceeds 60 days in the
aggregate, then the interest rate borne by the Securities will be increased
by one-quarter of one percent (0.25%) per annum of the principal amount of
the Securities for the first 90-day period (or portion thereof) beginning
on the 61st day after such date that such Shelf Registration Statement
ceases to be usable, which rate shall be increased by an additional
one-quarter of one percent (0.25%) per annum of the principal amount of the
Securities at the beginning of each subsequent 90-day period, provided that
the maximum aggregate increase in the interest rate will in no event exceed
one-half of one percent (0.50%) per annum. Any amounts payable under this
paragraph shall also be deemed "Additional Interest" for purposes of this
Agreement. Upon the Shelf Registration Statement once again becoming
usable, the interest rate borne by the Securities will be reduced to the
original interest rate if the Company is otherwise in compliance with this
Agreement at such time. Additional Interest shall be computed based on the
actual number of days elapsed in each 90-day period in which the Shelf
Registration Statement is unusable.

     The Company shall notify the Trustee within three business days after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an "Event Date"). Additional Interest
shall be paid by depositing with the Trustee, in trust, for the benefit of
the Holders of Registrable Securities, on or before the applicable
semiannual interest payment date, immediately available funds in sums
sufficient to pay the Additional Interest then due. The Additional Interest
due shall be payable on each interest payment date to the record Holder of
Securities entitled to receive the interest payment to be paid on such date
as set forth in the Indenture. Each obligation to pay Additional Interest
shall be deemed to accrue from and including the day following the
applicable Event Date.

     3. Registration Procedures.

     In connection with the obligations of the Company with respect to
Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the
Company shall:

     (a) prepare and file with the SEC a Registration Statement, within the
relevant time period specified in Section 2, on the appropriate form under
the 1933 Act, which form (i) shall be selected by the Company, (ii) shall,
in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the selling Holders thereof, (iii) shall comply
as to form in all material respects with the requirements of the applicable
form and include or incorporate by reference all financial statements
required by the SEC to be filed therewith or incorporated by reference
therein, and (iv) shall comply in all respects with the requirements of
Regulation S-T under the 1933 Act, and use its best efforts to cause such
Registration Statement to become effective and remain effective in
accordance with Section 2 hereof;

     (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary under
applicable law to keep such Registration Statement effective for the
applicable period; and cause each Prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provision then in force) under the 1933 Act and
comply with the provisions of the 1933 Act, the 1934 Act and the rules and
regulations thereunder applicable to them with respect to the disposition
of all securities covered by each Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution by the selling Holders thereof (including sales by any
Participating Broker-Dealer);

     (c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least five business days prior to filing, that a
Shelf Registration Statement with respect to the Registrable Securities is
being filed and advising such Holders that the distribution of Registrable
Securities will be made in accordance with the method selected by the
Majority Holders participating in the Shelf Registration; (ii) furnish to
each Holder of Registrable Securities and to each underwriter of an
underwritten offering of Registrable Securities, if any, without charge, as
many copies of each Prospectus, including each preliminary Prospectus, and
any amendment or supplement thereto and such other documents as such Holder
or underwriter may reasonably request, including financial statements and
schedules and, if the Holder so requests, all exhibits in order to
facilitate the public sale or other disposition of the Registrable
Securities; and (iii) subject to the last paragraph of this Section 3,
hereby consent to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of Registrable Securities in
connection with the offering and sale of the Registrable Securities covered
by the Prospectus or any amendment or supplement thereto;

     (d) use its best efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement and each underwriter of an underwritten offering of
Registrable Securities shall reasonably request by the time the applicable
Registration Statement is declared effective by the SEC, and do any and all
other acts and things which may be reasonably necessary or advisable to
enable each such Holder and underwriter to consummate the disposition in
each such jurisdiction of such Registrable Securities owned by such Holder;
provided, however, that the Company shall not be required to (i) qualify as
a foreign corporation or as a dealer in securities in any jurisdiction
where it would not otherwise be required to qualify but for this Section
3(d), or (ii) take any action which would subject it to general service of
process or taxation in any such jurisdiction where it is not then so
subject;

     (e) promptly notify each Holder of Registrable Securities under a
Shelf Registration or any Participating Broker-Dealer who has notified the
Company that it is utilizing the Exchange Offer Registration Statement as
provided in paragraph (f) below and, if requested by such Holder or
Participating Broker-Dealer, confirm such advice in writing promptly (i)
when a Registration Statement has become effective and when any
post-effective amendments and supplements thereto become effective, (ii) of
any request by the SEC or any state securities authority for post-effective
amendments and supplements to a Registration Statement and Prospectus or
for additional information after the Registration Statement has become
effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (iv) in
the case of a Shelf Registration, if, between the effective date of a
Registration Statement and the closing of any sale of Registrable
Securities covered thereby, the representations and warranties of the
Company contained in any underwriting agreement, securities sales agreement
or other similar agreement, if any, relating to the offering cease to be
true and correct in all material respects, (v) of the happening of any
event or the discovery of any facts during the period a Shelf Registration
Statement is effective which makes any statement made in such Registration
Statement or the related Prospectus untrue in any material respect or which
requires the making of any changes in such Registration Statement or
Prospectus in order to make the statements therein not misleading, (vi) of
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Securities or the
Exchange Securities, as the case may be, for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose and (vii)
of any determination by the Company that a post-effective amendment to such
Registration Statement would be appropriate;

     (f) (A) in the case of the Exchange Offer Registration Statement (i)
include in the Exchange Offer Registration Statement a section entitled
"Plan of Distribution" which section shall be reasonably acceptable to
Merrill Lynch on behalf of the Participating Broker-Dealers, and which
shall contain a summary statement of the positions taken or policies made
by the staff of the SEC with respect to the potential "underwriter" status
of any broker-dealer that holds Registrable Securities acquired for its own
account as a result of market-making activities or other trading activities
and that will be the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Securities to be received by such broker-dealer
in the Exchange Offer, whether such positions or policies have been
publicly disseminated by the staff of the SEC or such positions or
policies, in the reasonable judgment of Merrill Lynch on behalf of the
Participating Broker-Dealers and its counsel, represent the prevailing
views of the staff of the SEC, including a statement that any such
broker-dealer who receives Exchange Securities for Registrable Securities
pursuant to the Exchange Offer may be deemed a statutory underwriter and
must deliver a prospectus meeting the requirements of the 1933 Act in
connection with any resale of such Exchange Securities, (ii) furnish to
each Participating Broker-Dealer who has delivered to the Company the
notice referred to in Section 3(e), without charge, as many copies of each
Prospectus included in the Exchange Offer Registration Statement, including
any preliminary prospectus, and any amendment or supplement thereto, as
such Participating Broker-Dealer may reasonably request, (iii) hereby
consent to the use of the Prospectus forming part of the Exchange Offer
Registration Statement or any amendment or supplement thereto, by any
Person subject to the prospectus delivery requirements of the SEC,
including all Participating Broker-Dealers, in connection with the sale or
transfer of the Exchange Securities covered by the Prospectus or any
amendment or supplement thereto, and (iv) include in the transmittal letter
or similar documentation to be executed by an exchange offeree in order to
participate in the Exchange Offer (x) the following provision:

          "If the exchange offeree is a broker-dealer holding Registrable
          Securities acquired for its own account as a result of
          market-making activities or other trading activities, it will
          deliver a prospectus meeting the requirements of the 1933 Act in
          connection with any resale of Exchange Securities received in
          respect of such Registrable Securities pursuant to the Exchange
          Offer;" and

(y) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable Securities, the broker-dealer
will not be deemed to admit that it is an underwriter within the meaning of
the 1933 Act; and

     (B) in the case of any Exchange Offer Registration Statement, the
Company agrees to deliver to the Initial Purchasers on behalf of the
Participating Broker-Dealers upon the effectiveness of the Exchange Offer
Registration Statement, if requested, (i) an opinion of counsel or opinions
of counsel substantially in the form attached hereto as Exhibit A, (ii)
officers' certificates substantially in the form customarily delivered in a
public offering of debt securities and (iii) a comfort letter or comfort
letters in customary form to the extent permitted by Statement on Auditing
Standards No. 72 of the American Institute of Certified Public Accountants
(or if such a comfort letter is not permitted, an agreed upon procedures
letter in customary form) from PricewaterhouseCoopers AG, the Company's
independent certified public accountants (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements
are, or are required to be, included in the Registration Statement), at
least as broad in scope and coverage as the comfort letter or comfort
letters delivered to the Initial Purchasers in connection with the initial
sale of the Securities to the Initial Purchasers;

     (g) (i) in the case of an Exchange Offer, furnish counsel for the
Initial Purchasers and (ii) in the case of a Shelf Registration, furnish
counsel for the Holders of Registrable Securities copies of any comment
letters received from the SEC or any other request by the SEC or any state
securities authority for amendments or supplements to a Registration
Statement and Prospectus or for additional information;

     (h) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest
possible moment;

     (i) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, and each underwriter, if any, without charge, at
least one conformed copy of each Registration Statement and any
post-effective amendment thereto, including financial statements and
schedules (without documents incorporated therein by reference and all
exhibits thereto, unless requested);

     (j) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends; and enable such Registrable Securities
to be in such denominations (consistent with the provisions of the
Indenture) and registered in such names as the selling Holders or the
underwriters, if any, may reasonably request at least three business days
prior to the closing of any sale of Registrable Securities;

     (k) in the case of a Shelf Registration, upon the occurrence of any
event or the discovery of any facts, each as contemplated by Sections
3(e)(v) and 3(e)(vi) hereof, as promptly as practicable after the
occurrence of such an event, use its best efforts to prepare a supplement
or post-effective amendment to the Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the purchasers
of the Registrable Securities or Participating Broker-Dealers, such
Prospectus will not contain at the time of such delivery any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading or will remain so qualified. At such time as such
public disclosure is otherwise made or the Company determines that such
disclosure is not necessary, in each case to correct any misstatement of a
material fact or to include any omitted material fact, the Company agrees
promptly to notify each Holder of such determination and to furnish each
Holder such number of copies of the Prospectus as amended or supplemented,
as such Holder may reasonably request;

     (l) in the case of a Shelf Registration, a reasonable time prior to
the filing of any Registration Statement, any Prospectus, any amendment to
a Registration Statement or amendment or supplement to a Prospectus or any
document which is to be incorporated by reference into a Registration
Statement or a Prospectus after initial filing of a Registration Statement,
provide copies of such document to the Initial Purchasers on behalf of such
Holders; and make representatives of the Company as shall be reasonably
requested by the Holders of Registrable Securities, or the Initial
Purchasers on behalf of such Holders, available for discussion of such
document;

     (m) obtain a CUSIP number for all Exchange Securities, Private
Exchange Securities or Registrable Securities, as the case may be, not
later than the effective date of a Registration Statement, and provide the
Trustee with printed certificates for the Exchange Securities, Private
Exchange Securities or the Registrable Securities, as the case may be, in a
form eligible for deposit with the Depositary;

     (n) (i) cause the Indenture to be qualified under the TIA in
connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be, (ii) cooperate with the Trustee and the
Holders to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the TIA and
(iii) execute, and use its best efforts to cause the Trustee to execute,
all documents as may be required to effect such changes, and all other
forms and documents required to be filed with the SEC to enable the
Indenture to be so qualified in a timely manner;

     (o) in the case of a Shelf Registration, enter into agreements
(including underwriting agreements) and take all other customary and
appropriate actions in order to expedite or facilitate the disposition of
such Registrable Securities, if requested, and in such connection whether
or not an underwriting agreement is entered into and whether or not the
registration is an underwritten registration:

          (i) make such representations and warranties to the Holders of
     such Registrable Securities and the underwriters, if any, in form,
     substance and scope as are customarily made by issuers to underwriters
     in similar underwritten offerings as may be reasonably requested by
     them;

          (ii) obtain opinions of counsel to the Company and updates
     thereof (which counsel and opinions (in form, scope and substance)
     shall be reasonably satisfactory to the managing underwriters, if any,
     and the holders of a majority in principal amount of the Registrable
     Securities being sold) addressed to each selling Holder and the
     underwriters, if any, covering the matters customarily covered in
     opinions requested in sales of securities or underwritten offerings
     and such other matters as may be reasonably requested by such Holders
     and underwriters;

          (iii) obtain "cold comfort" letters and updates thereof from the
     Company's independent certified public accountants (and, if necessary,
     any other independent certified public accountants of any subsidiary
     of the Company or of any business acquired by the Company for which
     financial statements are, or are required to be, included in the
     Registration Statement) addressed to the underwriters, if any, and use
     reasonable efforts to have such letter addressed to the selling
     Holders of Registrable Securities (to the extent consistent with
     Statement on Auditing Standards No. 72 of the American Institute of
     Certified Public Accounts), such letters to be in customary form and
     covering matters of the type customarily covered in "cold comfort"
     letters to underwriters in connection with similar underwritten
     offerings;

          (iv) enter into a securities sales agreement with the Holders and
     an agent of the Holders providing for, among other things, the
     appointment of such agent for the selling Holders for the purpose of
     soliciting purchases of Registrable Securities, which agreement shall
     be in form, substance and scope customary for similar offerings;

          (v) if an underwriting agreement is entered into, cause the same
     to set forth indemnification provisions and procedures substantially
     equivalent to the indemnification provisions and procedures set forth
     in Section 4 hereof with respect to the underwriters and all other
     parties to be indemnified pursuant to said Section or, at the request
     of any underwriters, in the form customarily provided to such
     underwriters in similar types of transactions; and

          (vi) deliver such documents and certificates as may be reasonably
     requested and as are customarily delivered in similar offerings to the
     Holders of a majority in principal amount of the Registrable
     Securities being sold and the managing underwriters, if any.

The above shall be done at (i) the effectiveness of such Registration
Statement (and, if applicable, each post-effective amendment thereto) and
(ii) each closing under any underwriting or similar agreement as and to the
extent required thereunder;

     (p) in the case of a Shelf Registration or if a Prospectus is required
to be delivered by any Participating Broker-Dealer in the case of an
Exchange Offer, make available for inspection, at the Company's principal
corporate office in the United States during regular business hours, by
representatives of the Holders of the Registrable Securities, any
underwriters participating in any disposition pursuant to a Shelf
Registration Statement, any Participating Broker-Dealer and any counsel or
accountant retained by any of the foregoing, all financial and other
records, pertinent corporate documents and properties of the Company
reasonably requested by any such persons, and cause the respective
officers, directors, employees, and any other agents of the Company to
supply all information reasonably requested by any such representative,
underwriter, special counsel or accountant in connection with a
Registration Statement, and make such representatives of the Company
available for discussion of such documents as shall be reasonably requested
by the Initial Purchasers;

     (q) (i) in the case of an Exchange Offer Registration Statement, a
reasonable time prior to the filing of any Exchange Offer Registration
Statement, any Prospectus forming a part thereof, any amendment to an
Exchange Offer Registration Statement or amendment or supplement to such
Prospectus, provide copies of such document to the Initial Purchasers and
to counsel to the Holders of Registrable Securities and make such changes
in any such document prior to the filing thereof as the Initial Purchasers
or counsel to the Holders of Registrable Securities may reasonably request
and, except as otherwise required by applicable law, not file any such
document in a form to which the Initial Purchasers on behalf of the Holders
of Registrable Securities and counsel to the Holders of Registrable
Securities shall not have previously been advised and furnished a copy of
or to which the Initial Purchasers on behalf of the Holders of Registrable
Securities or counsel to the Holders of Registrable Securities shall
reasonably object, and make the representatives of the Company available
for discussion of such documents as shall be reasonably requested by the
Initial Purchasers; and

          (ii) in the case of a Shelf Registration, a reasonable time prior
     to filing any Shelf Registration Statement, any Prospectus forming a
     part thereof, any amendment to such Shelf Registration Statement or
     amendment or supplement to such Prospectus, provide copies of such
     document to the Holders of Registrable Securities, to the Initial
     Purchasers, to counsel for the Holders and to the underwriter or
     underwriters of an underwritten offering of Registrable Securities, if
     any, make such changes in any such document prior to the filing
     thereof as the Initial Purchasers, the counsel to the Holders or the
     underwriter or underwriters reasonably request and not file any such
     document in a form to which the Majority Holders, the Initial
     Purchasers on behalf of the Holders of Registrable Securities, counsel
     for the Holders of Registrable Securities or any underwriter shall not
     have previously been advised and furnished a copy of or to which the
     Majority Holders, the Initial Purchasers on behalf of the Holders of
     Registrable Securities, counsel to the Holders of Registrable
     Securities or any underwriter shall reasonably object, and make the
     representatives of the Company available for discussion of such
     document as shall be reasonably requested by the Holders of
     Registrable Securities, the Initial Purchasers on behalf of such
     Holders, counsel for the Holders of Registrable Securities or any
     underwriter.

     (r) in the case of a Shelf Registration, use its best efforts to cause
all Registrable Securities to be listed on any securities exchange on which
similar debt securities issued by the Company are then listed if requested
by the Majority Holders, or if requested by the underwriter or underwriters
of an underwritten offering of Registrable Securities, if any;

     (s) in the case of a Shelf Registration, use its best efforts to cause
the Registrable Securities to be rated by the appropriate rating agencies,
if so requested by the Majority Holders, or if requested by the underwriter
or underwriters of an underwritten offering of Registrable Securities, if
any;

     (t) otherwise comply with all applicable rules and regulations of the
SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
thereunder;

     (u) cooperate and assist in any filings required to be made with the
NASD and, in the case of a Shelf Registration, in the performance of any
due diligence investigation by any underwriter and its counsel (including
any "qualified independent underwriter" that is required to be retained in
accordance with the rules and regulations of the NASD); and

     (v) upon consummation of an Exchange Offer or a Private Exchange,
obtain a customary opinion of counsel to the Company addressed to the
Trustee for the benefit of all Holders of Registrable Securities
participating in the Exchange Offer or Private Exchange, and which includes
an opinion that (i) the Company has duly authorized, executed and delivered
the Exchange Securities and/or Private Exchange Securities, as applicable,
and the related indenture, and (ii) each of the Exchange Securities and
related indenture constitute a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its respective
terms (with customary exceptions).

     In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require
each Holder of Registrable Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such
Holder of such Registrable Securities as the Company may from time to time
reasonably request in writing.

     In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any
event or the discovery of any facts, each of the kind described in Section
3(e)(ii)-(v) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(k) hereof, and, if so directed by the Company,
such Holder will deliver to the Company (at its expense) all copies in such
Holder's possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities current
at the time of receipt of such notice. If the Company shall give any such
notice to suspend the disposition of Registrable Securities pursuant to a
Shelf Registration Statement as a result of the happening of any event or
the discovery of any facts, each of the kind described in Section 3(e)(v)
hereof, the Company shall be deemed to have used its best efforts to keep
the Shelf Registration Statement effective during such period of
suspension; provided, that the Company shall use its best efforts to file
and have declared effective (if an amendment) as soon as practicable an
amendment or supplement to the Shelf Registration and shall extend the
period during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and
including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions;
provided, further that nothing in this sentence shall be deemed to
eliminate the Company's obligations to pay additional interest in
accordance with Section 2.5 hereof.

     In the event that the Company fails to effect the Exchange Offer or
file any Shelf Registration Statement and maintain the effectiveness of any
Shelf Registration Statement as provided herein, the Company shall not file
any Registration Statement with respect to any securities (within the
meaning of Section 2(1) of the 1933 Act) of the Company other than
Registrable Securities.

     If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders of such Registrable Securities included in
such offering and shall be acceptable to the Company. No Holder of
Registrable Securities may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements approved
by the persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of
such underwriting arrangements.

     4. Indemnification and Contribution.

     (a) The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder, each Participating Broker-Dealer, each Person who
participates as an underwriter (any such Person being an "Underwriter") and
each Person, if any, who controls any Holder or Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as
follows:

          (i) against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, arising out of any untrue statement
     or alleged untrue statement of a material fact contained in any
     Registration Statement (or any amendment or supplement thereto)
     pursuant to which Exchange Securities or Registrable Securities were
     registered under the 1933 Act, including all documents incorporated
     therein by reference, or the omission or alleged omission therefrom of
     a material fact required to be stated therein or necessary to make the
     statements therein not misleading, or arising out of any untrue
     statement or alleged untrue statement of a material fact contained in
     any Prospectus (or any amendment or supplement thereto) or the
     omission or alleged omission therefrom of a material fact necessary in
     order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

          (ii) against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, to the extent of the aggregate amount
     paid in settlement of any litigation, or any investigation or
     proceeding by any governmental agency or body, commenced or
     threatened, or of any claim whatsoever based upon any such untrue
     statement or omission, or any such alleged untrue statement or
     omission; provided that (subject to Section 4(d) below) any such
     settlement is effected with the written consent of the Company; and

          (iii) against any and all expense whatsoever, as incurred
     (including the fees and disbursements of counsel chosen by any
     indemnified party), reasonably incurred in investigating, preparing or
     defending against any litigation, or any investigation or proceeding
     by any governmental agency or body, commenced or threatened to the
     extent that any such expense is not paid under subparagraph (i) or
     (ii) above;

provided, however, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with written information furnished to
the Company by the Holder or Underwriter expressly for use in a
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).

     (b) Each Holder severally, agrees to indemnify and hold harmless the
Company, the Initial Purchasers, each Underwriter and the other selling
Holders, and each of their respective directors and officers, and each
Person, if any, who controls the Company, the Initial Purchasers, any
Underwriter or any other selling Holder within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act, against any and all loss,
liability, claim, damage and expense described in the indemnity contained
in Section 4(a) hereof, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in
the Shelf Registration Statement (or any amendment thereto) or any
Prospectus included therein (or any amendment or supplement thereto) in
reliance upon and in conformity with written information with respect to
such Holder furnished to the Company by such Holder expressly for use in
the Shelf Registration Statement (or any amendment thereto) or such
Prospectus (or any amendment or supplement thereto); provided, however,
that no such Holder shall be liable for any claims hereunder in excess of
the amount of net proceeds received by such Holder from the sale of
Registrable Securities pursuant to such Shelf Registration Statement.

     (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it
in respect of which indemnity may be sought hereunder, but failure so to
notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability
which it may have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of
such action; provided, however, that counsel to the indemnifying party
shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying party
or parties be liable for the fees and expenses of more than one counsel (in
addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without
the prior written consent of the indemnified parties, settle or compromise
or consent to the entry of any judgment with respect to any litigation, or
any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising
out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.

     (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses
of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without
its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request,
(ii) such indemnifying party shall have received notice of the terms of
such settlement at least 30 days prior to such settlement being entered
into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

     (e) If the indemnification provided for in this Section 4 is for any
reason unavailable to or insufficient to hold harmless an indemnified party
in respect of any losses, liabilities, claims, damages or expenses referred
to therein, then each indemnifying party shall contribute to the aggregate
amount of such losses, liabilities, claims, damages and expenses incurred
by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand
and the Holders and the Initial Purchasers on the other hand in connection
with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

     The relative fault of the Company on the one hand and the Holders and
the Initial Purchasers on the other hand shall be determined by reference
to, among other things, whether any such untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact
relates to information supplied by the Company, the Holders or the Initial
Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.

     The Company, the Holders and the Initial Purchasers agree that it
would not be just and equitable if contribution pursuant to this Section 4
were determined by pro rata allocation (even if the Initial Purchasers were
treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations
referred to above in this Section 4. The aggregate amount of losses,
liabilities, claims, damages and expenses incurred by an indemnified party
and referred to above in this Section 4 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever based upon any such untrue or
alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 4, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which
the total price at which the Securities sold by it were offered exceeds the
amount of any damages which such Initial Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.

     No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 4, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to
contribution as such Initial Purchaser or Holder, and each director of the
Company, and each Person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Initial
Purchasers' respective obligations to contribute pursuant to this Section 4
are several in proportion to the principal amount of Securities set forth
opposite their respective names in Schedule A to the Purchase Agreement and
not joint.

     5. Miscellaneous.

     5.1. Rule 144 and Rule 144A. For so long as the Company is subject to
the reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file the reports required to be filed by it under
the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Company ceases to be so
required to file such reports, the Company covenants that it will upon the
request of any Holder of Registrable Securities (a) make publicly available
such information as is necessary to permit sales pursuant to Rule 144 under
the 1933 Act, (b) deliver such information to a prospective purchaser as is
necessary to permit sales pursuant to Rule 144A under the 1933 Act and it
will take such further action as any Holder of Registrable Securities may
reasonably request, and (c) take such further action that is reasonable in
the circumstances, in each case, to the extent required from time to time
to enable such Holder to sell its Registrable Securities without
registration under the 1933 Act within the limitation of the exemptions
provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended
from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be
amended from time to time, or (iii) any similar rules or regulations
hereafter adopted by the SEC. Upon the request of any Holder of Registrable
Securities, the Company will deliver to such Holder a written statement as
to whether it has complied with such requirements.

     5.2. No Inconsistent Agreements. The Company has not entered into and
the Company will not after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not and
will not for the term of this Agreement in any way conflict with the rights
granted to the holders of the Company's other issued and outstanding
securities under any such agreements.

     5.3. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions
hereof may not be given unless the Company has obtained the written consent
of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or departure.

     5.4. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the
provisions of this Section 5.4, which address initially is the address set
forth in the Purchase Agreement with respect to the Initial Purchasers; and
(b) if to the Company, initially at the Company's address set forth in the
Purchase Agreement, and thereafter at such other address of which notice is
given in accordance with the provisions of this Section 5.4.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

     Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee under
the Indenture, at the address specified in such Indenture.

     5.5. Successor and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of
the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement
or the Indenture. If any transferee of any Holder shall acquire Registrable
Securities, in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities such
person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement, including the
restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such person shall be entitled to receive the
benefits hereof.

     5.6. Third Party Beneficiaries. The Initial Purchasers (even if the
Initial Purchasers are not Holders of Registrable Securities) shall be
third party beneficiaries to the agreements made hereunder between the
Company, on the one hand, and the Holders, on the other hand, and shall
have the right to enforce such agreements directly to the extent they deem
such enforcement necessary or advisable to protect their rights or the
rights of Holders hereunder. Each Holder of Registrable Securities shall be
a third party beneficiary to the agreements made hereunder between the
Company, on the one hand, and the Initial Purchasers, on the other hand,
and shall have the right to enforce such agreements directly to the extent
it deems such enforcement necessary or advisable to protect its rights
hereunder.

     5.7. Specific Enforcement. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Company acknowledges that any
failure by the Company to comply with its obligations under Sections 2.1
through 2.4 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law,
that it would not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company's obligations under Sections 2.1 through
2.4 hereof.

     5.8. Restriction on Resales. Until the expiration of two years after
the original issuance of the Securities, the Company will not, and will
cause its "affiliates" (as such term is defined in Rule 144(a)(1) under the
1933 Act) not to, resell any Securities which are "restricted securities"
(as such term is defined under Rule 144(a)(3) under the 1933 Act) that have
been reacquired by any of them and shall immediately upon any purchase of
any such Securities submit such Securities to the Trustee for cancellation.

     5.9. Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

     5.10. Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     5.11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

     5.12. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect
and of the remaining provisions contained herein shall not be affected or
impaired thereby.

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                            METTLER-TOLEDO INTERNATIONAL INC.


                                            By:
                                               ------------------------------
                                                   Name:
                                                   Title:

Confirmed and accepted as
  of the date first above
  written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
                             INCORPORATED,
as Representative of the Initial Purchasers

BY:  MERRILL LYNCH, PIERCE, FENNER & SMITH
                             INCORPORATED

By:
   ---------------------------
       Name:
       Title:

<PAGE>

                                                                      Exhibit A


                   FORM OF OPINION OF COUNSEL TO COMPANY
                   -------------------------------------

Merrill Lynch, Pierce, Fenner & Smith
                    Incorporated
and the other several Initial
Purchasers named in Schedule I
to the Purchase Agreement
c/o Merrill Lynch, Pierce, Fenner & Smith
  Incorporated
4 World Financial Center
New York, New York 10080

Ladies and Gentlemen:

     We have acted as counsel for Mettler-Toledo International Inc., a
Delaware corporation (the "Company"), in connection with the sale by the
Company to the Initial Purchasers (as defined below) of $150,000,000
aggregate principal amount of 4.85% Senior Notes Due 2010 (the "Notes") of
the Company pursuant to the Purchase Agreement dated November 3, 2003 (the
"Purchase Agreement") among the Company and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and the other several Initial Purchasers named in
Schedule I thereto (collectively, the "Initial Purchasers") and the filing
by the Company of an Exchange Offer Registration Statement (the
"Registration Statement") in connection with an Exchange Offer to be
effected pursuant to the Registration Rights Agreement (the "Registration
Rights Agreement"), dated November 12, 2003 between the Company and the
Initial Purchasers. This opinion is furnished to you pursuant to Section
3(f)(B) of the Registration Rights Agreement. Unless otherwise defined
herein, capitalized terms used in this opinion that are defined in the
Registration Rights Agreement are used herein as so defined.

     We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion. In rendering this opinion,
as to all matters of fact relevant to this opinion, we have assumed the
completeness and accuracy of, and are relying solely upon, the
representations and warranties of the Company set forth in the Purchase
Agreement and the statements set forth in certificates of public officials
and officers of the Company, without making any independent investigation
or inquiry with respect to the completeness or accuracy of such
representations, warranties or statements.

     Based on and subject to the foregoing, we are of the opinion that:

     1. The Exchange Offer Registration Statement and the Prospectus (other
than the financial statements, notes or schedules thereto and other
financial data and supplemental schedules included or incorporated by
reference therein or omitted therefrom and the Form T-1, as to which such
counsel need express no opinion), comply as to form in all material
respects with the requirements of the 1933 Act and the applicable rules and
regulations promulgated under the 1933 Act.

     2. We have participated in the preparation of the Registration
Statement and the Prospectus and in the course thereof have had discussions
with officers and other representatives of the Company and
PricewaterhouseCoopers AG, the Company's independent public accountants,
during which the contents of the Registration Statement and the Prospectus
were discussed. We have not, however, independently verified and are not
passing upon, and do not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and the Prospectus. Based on our participation as described
above, nothing has come to our attention that would lead us to believe that
the Registration Statement (except for financial statements and schedules
and other financial data included therein as to which we make no statement)
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus or any amendment
or supplement thereto (except for financial statements and schedules and
other financial data included therein, as to which such counsel need make
no statement), at the time the Prospectus was issued, at the time any such
amended or supplemented Prospectus was issued or at the Closing Time,
included or includes an untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

     The opinions set forth above are subject to the following
qualification:

     (a) our opinions are subject to the effect of, and we express no
opinion herein as to, the application of the securities or "blue sky" laws
of any state of the United States except for the State of New York and the
State of Delaware.

     The opinions expressed herein are limited to the federal law of the
United States of America, the laws of the State of New York and the
Delaware General Corporation Law, as currently in effect.

     This opinion is being furnished to you solely for your benefit in
connection with the transactions contemplated by the Registration Rights
Agreement, and may not be used for any other purpose or relied upon by any
person other than you. Except with our prior written consent, the opinions
herein expressed are not to be used, circulated, quoted or otherwise
referred to in connection with any transactions other than those
contemplated by the Registration Rights Agreement by or to any other
person.

                                                        Very truly yours,