================================================================================

                            AMENDED AND RESTATED
                              CREDIT AGREEMENT

                               ($450,000,000)

                        Dated as of November 7, 2005

                                   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,
                           BANK OF AMERICA, N.A.,
                          as Administrative Agent
                                    and
                  L/C Issuer for the Revolving Borrowers,
             JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK, N.A.,
                           as Syndication Agents,
      THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY and SOCIETE GENERALE,
                          as Documentation Agents,

                                    and

            The Lenders, Other L/C Issuers and Swingline Lenders
                       Party Hereto From Time to Time

================================================================================

                      BANC OF AMERICA SECURITIES LLC,

                                     as

                  Sole Lead Arranger and Sole Book Manager

================================================================================



<PAGE>


                             TABLE OF CONTENTS


ARTICLE I.            DEFINITIONS AND ACCOUNTING TERMS........................1

         1.01     Defined Terms...............................................1

         1.02     Other Interpretive Provisions..............................29

         1.03     Accounting Terms...........................................29

         1.04     Rounding...................................................30

         1.05     References to Agreements and Laws..........................30

         1.06     Exchange Rates; Currency Equivalents.......................30

         1.07     Additional Alternative Currencies..........................31

         1.08     Change of Currency.........................................31

         1.09     Times of Day...............................................32

         1.10     Letter of Credit Amounts...................................32

ARTICLE II.           THE COMMITMENTS AND CREDIT EXTENSIONS..................32

         2.01     The Loans..................................................32

         2.02     Borrowings, Conversions and Continuations of Loans
                  (other than Swingline Loans)...............................33

         2.03     Letters of Credit..........................................36

         2.04     Swingline Loans............................................46

         2.05     Prepayments................................................50

         2.06     Termination or Reduction of Commitments....................51

         2.07     Repayment of Loans.........................................52

         2.08     Interest...................................................52

         2.09     Fees.......................................................52

         2.10     Computation of Interest and Fees...........................53

         2.11     Evidence of Debt...........................................53

         2.12     Payments Generally.........................................54

         2.13     Sharing of Payments........................................56

         2.14     Subsidiary Swingline Borrowers.............................57

         2.15     Increase in Commitments....................................58

         2.16     Existing Credit Agreement..................................59



<PAGE>


ARTICLE III.          TAXES, YIELD PROTECTION AND ILLEGALITY.................59

         3.01     Taxes......................................................59

         3.02     Illegality.................................................61

         3.03     Inability to Determine Rates...............................61

         3.04     Increased Cost and Reduced Return; Capital Adequacy;
                  Reserves on Eurocurrency Rate Loans........................62

         3.05     Compensation for Losses....................................63

         3.06     Matters Applicable to all Requests for Compensation........64

         3.07     Survival...................................................64

ARTICLE IV.           CONDITIONS PRECEDENT TO CREDIT EXTENSIONS..............64

         4.01     Conditions of Initial Credit Extension.....................64

         4.02     Conditions to all Credit Extensions........................66

ARTICLE V.            REPRESENTATIONS AND WARRANTIES.........................67

         5.01     Existence, Qualification and Power; Compliance with
                  Laws.......................................................67

         5.02     Authorization; No Contravention............................67

         5.03     Governmental Authorization; Other Consents.................67

         5.04     Binding Effect.............................................67

         5.05     Financial Statements; No Material Adverse Effect...........67

         5.06     Litigation.................................................68

         5.07     Subsidiaries, Capital Structure and Indebtedness and
                  Investments................................................68

         5.08     Ownership of Property; Liens; Intellectual Property
                  and Licenses...............................................69

         5.09     Environmental Compliance...................................69

         5.10     Insurance..................................................70

         5.11     Taxes......................................................70

         5.12     ERISA Compliance...........................................70

         5.13     Margin Regulations; Investment Company Act; Public
                  Utility Holding Company Act................................71

         5.14     Disclosure.................................................71

         5.15     Compliance with Laws.......................................71

         5.16     Employee and Labor Matters.................................72

         5.17     Solvency...................................................72

         5.18     Representations as to Foreign Obligors.....................72

         5.19     Foreign Assets Control Regulations, etc....................73

ARTICLE VI.           AFFIRMATIVE COVENANTS..................................73

         6.01     Financial Statements.......................................73

         6.02     Certificates; Other Information............................74

         6.03     Notices....................................................76

         6.04     Payment of Obligations.....................................76

         6.05     Preservation of Existence..................................76

         6.06     Maintenance of Properties, Etc.............................77

         6.07     Maintenance of Insurance...................................77

         6.08     Compliance with Laws.......................................77

         6.09     Books and Records..........................................77

         6.10     Inspection Rights..........................................77

         6.11     Use of Proceeds............................................78

         6.12     Approvals and Authorizations...............................78

ARTICLE VII.          NEGATIVE COVENANTS.....................................78

         7.01     Liens......................................................78

         7.02     Subsidiary Indebtedness....................................80

         7.03     Change in Nature of Business...............................80

         7.04     Transactions with Affiliates...............................80

         7.05     Burdensome Agreements......................................81

         7.06     Use of Proceeds............................................81

         7.07     Sales of Receivables.......................................81

         7.08     ERISA......................................................81

         7.09     Change in Accounting Principles............................81

         7.10     Limitations on Number of Swingline Lenders.................82

         7.11     Financial Covenants........................................82

ARTICLE VIII.         EVENTS OF DEFAULT AND REMEDIES.........................82

         8.01     Events of Default..........................................82

         8.02     Remedies Upon Event of Default.............................84

         8.03     Application of Funds.......................................84

ARTICLE IX.           ADMINISTRATIVE AGENT, L/C ISSUERS AND SWINGLINE
                      LENDERS................................................85

         9.01     Appointment and Authorization of Administrative Agent......85

         9.02     Delegation of Duties.......................................86

         9.03     Liability of Administrative Agent..........................86

         9.04     Reliance by Administrative Agent...........................87

         9.05     Notice of Default..........................................87

         9.06     Credit Decision; Disclosure of Information by
                  Administrative Agent.......................................87

         9.07     Indemnification of Administrative Agent....................88

         9.08     Administrative Agent in its Individual Capacity............89

         9.09     Successor Administrative Agent.............................89

         9.10     Administrative Agent May File Proofs of Claim..............90

         9.11     Other Agents; Arrangers and Managers.......................90

ARTICLE X.            MISCELLANEOUS..........................................91

         10.01    Amendments, Etc............................................91

         10.02    Notices and Other Communications; Facsimile Copies.........92

         10.03    No Waiver; Cumulative Remedies.............................94

         10.04    Attorney Costs and Expenses................................94

         10.05    Indemnification by the Borrowers...........................94

         10.06    Payments Set Aside.........................................95

         10.07    Successors and Assigns.....................................96

         10.08    Confidentiality............................................99

         10.09    Set-off...................................................100

         10.10    Interest Rate Limitation..................................100

         10.11    Counterparts..............................................101

         10.12    Integration...............................................101

         10.13    Survival of Representations and Warranties................101

         10.14    Severability..............................................101

         10.15    Tax Forms.................................................101

         10.16    Replacement of Lenders....................................104

         10.17    Governing Law.............................................104

         10.18    Waiver of Right to Trial by Jury..........................105

         10.19    Judgment Currency.........................................105

         10.20    USA Patriot Act Notice....................................106

ARTICLE XI.           GUARANTY..............................................106

         11.01    Guaranty..................................................106

         11.02    Guaranty Absolute.........................................106

         11.03    Waivers and Acknowledgments...............................108

         11.04    Subrogation...............................................109


<PAGE>


SCHEDULES

1.01      Mandatory Cost Formulae
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


<PAGE>


                   AMENDED AND RESTATED CREDIT AGREEMENT


     This AMENDED AND RESTATED CREDIT  AGREEMENT  ("Agreement")  is entered
into as of November 7, 2005,  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,  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
(formerly  Safeline Limited),  a limited liability company  incorporated in
England and Wales, METTLER-TOLEDO SAFELINE X-RAY LIMITED (formerly Safeline
AVS  Limited),  a limited  liability  company  incorporated  in England and
Wales, MTBV,  METTLER-TOLEDO  NV, a limited liability company  incorporated
under the laws of Belgium, METTLER-TOLEDO GMBH, a limited liability company
organized under the laws of Switzerland,  and certain other Subsidiaries of
Mettler-Toledo  International  that will become a party 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"),  BANK OF AMERICA, N.A., as Administrative Agent
and L/C  Issuer to the  Revolving  Borrowers,  each  other L/C  Issuer  and
Swingline  Lender party hereto from time to time,  and JPMORGAN CHASE BANK,
N.A.  and WACHOVIA  BANK,  N.A.,  as  Syndication  Agents,  and THE BANK OF
TOKYO-MITSUBISHI  TRUST  COMPANY and  SOCIETE  GENERALE,  as  Documentation
Agents.

     WHEREAS,  the  Borrowers  have  requested  that the Lenders  amend and
restate the Existing  Credit  Agreement in its entirety as provided in this
Agreement concurrently with the Closing Date. The Lenders are willing to do
so on the terms and conditions set forth herein.

     NOW,   THEREFORE,   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  Bank of  America  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 Bank of America in its capacity
as the Administrative Agent, Banc of America Securities LLC in its capacity
as the 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.

     "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:

<TABLE>
<CAPTION>
  -----------------------------------------------------------------------------------------------------------
                                               APPLICABLE RATE
  --------------- ------------------------------ ---------------- ------------------------- -----------------
                          DEBT RATINGS                              EUROCURRENCY RATE +           BASE
  PRICING LEVEL            S&P/MOODY'S            FACILITY FEE       LETTERS OF CREDIT            RATE
  --------------- ------------------------------ ---------------- ------------------------- -----------------
        <S>             <C>                          <C>                  <C>                   <C>
        1                A-/A3 or better             0.075%               0.225%                0.000%
  --------------- ------------------------------ ---------------- ------------------------- -----------------
        2                   BBB+/Baa1                0.100%               0.275%                0.000%
  --------------- ------------------------------ ---------------- ------------------------- -----------------
        3                   BBB/Baa2                 0.125%               0.375%                0.000%
  --------------- ------------------------------ ---------------- ------------------------- -----------------
        4                   BBB-/Baa3                0.150%               0.475%                0.000%
  --------------- ------------------------------ ---------------- ------------------------- -----------------
        5               BB+/Ba1 or worse             0.175%               0.700%                0.200%
  --------------- ------------------------------ ---------------- ------------------------- -----------------
</TABLE>

     "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   non-credit-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).

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

     "Arranger"  means Banc of America  Securities  LLC, in its capacity as
sole lead arranger and sole book manager.

     "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 total of all of the Subsidiary Swingline Borrower Sublimit 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, 2004, 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" means Bank of America, N.A. and its successors.

     "Banc of America  Securities" means Banc of America Securities LLC and
its successors.

     "Base  Rate" means for any day a  fluctuating  rate per annum equal to
the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as publicly  announced from time to time by
Bank of America as its "prime rate." The "prime rate" is a rate set by Bank
of America based upon various factors including Bank of America's costs and
desired return,  general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above,
or below such announced  rate. Any change in such rate announced by Bank of
America  shall take effect at the opening of business on the day  specified
in the public announcement of such change.

     "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, the state of North Carolina 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 TARGET Day;

          (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  days  relates  to  interest  rate  settings  as to a
     Swingline  Loan  denominated  in Euros,  any fundings,  disbursements,
     settlements and payments in Euros in respect of any Swingline Loan, or
     any  other  dealings  in  Euros 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 Euros,
     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 Euros, or
     any other  dealings in any currency  other than Dollars or Euros 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 50% 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  50%  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 Swingline
Loans  pursuant  to  Section  2.04,  (b) make L/C  Credit  Extensions  (and
specifically the obligation of Bank of America 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 and the
obligation of each Swingline  Lender making  Swingline Loans hereunder to a
Subsidiary  Swingline  Borrower  to  make  L/C  Credit  Extensions  to such
Subsidiary  Swingline  Borrower),   (c)  purchase   participations  in  L/C
Obligations  and (d)  purchase  participations  in Swingline  Loans,  in an
aggregate  principal  amount at any one time  outstanding not to exceed the
Dollar amount set forth  opposite such Lender's name on 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.

     "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 the following to the extent included in calculating such
Consolidated  Net  Income for such  period:  other  non-recurring  cash and
non-cash  items of income to the extent such items exceed $5 million in the
aggregate for any such period.  Consolidated  EBITDA shall be calculated to
give pro forma effect to any  Acquisition  occurring  during any period for
which it is being  measured by giving pro forma effect to such  Acquisition
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) 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  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
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.

     "Documentation  Agents"  means  The  Bank  of  Tokyo-Mitsubishi  Trust
Company and Societe Generale,  in their capacities as documentation  agents
under any of the Loan Documents, and any successor documentation agents.

     "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 Section 412 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 equal to the  British  Bankers
Association  LIBOR Rate ("BBA  LIBOR"),  as  published by Reuters (or other
commercially   available  source  providing  quotations  of  BBA  LIBOR  as
designated by the Administrative  Agent from time to time) at approximately
11:00 a.m.,  London time,  two Business Days prior to the  commencement  of
such Interest Period,  for deposits in the relevant  currency (for delivery
on the first day of such  Interest  Period) with a term  equivalent to such
Interest Period. If such rate is not available at such time for any reason,
then the "Eurocurrency Rate" for such Interest Period shall be the rate per
annum  determined  by the  Administrative  Agent  to be the  rate at  which
deposits in the  relevant  currency  for  delivery on the first day of such
Interest  Period  in  Same  Day  Funds  in the  approximate  amount  of the
Eurocurrency  Rate Loan  being  made,  continued  or  converted  by Bank of
America and with a term equivalent to such Interest Period would be offered
by Bank of  America's  London  Branch (or other  Bank of America  branch or
Affiliate) to major banks in the London or other offshore  interbank market
for such  currency at their  request at  approximately  11:00 a.m.  (London
time) two Business Days prior to the commencement of such Interest Period.

     "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 Credit Agreement dated
as of November 12, 2003, among  Mettler-Toledo  International,  MTH, MTMHD,
certain subsidiary swingline borrowers party thereto from time to time, the
lenders  party  thereto  from  time to  time,  Bank of  America,  N.A.,  as
administrative agent and L/C issuer,  certain swingline lenders and certain
other L/C issuers  party  thereto from time to time,  JPMorgan  Chase Bank,
N.A.  and Wachovia  Bank,  N.A.,  as  syndication  agents,  and The Bank of
Tokyo-Mitsubishi  Trust Company,  Fleet National Bank and Societe Generale,
as documentation agents.

     "Federal  Funds Rate" means,  for any day, the rate per annum equal to
the weighted average of the rates on overnight  Federal funds  transactions
with  members of the  Federal  Reserve  System  arranged  by Federal  funds
brokers on such day, as published  by the Federal  Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such day
is not a Business  Day,  the Federal  Funds Rate for such day shall be such
rate  on  such  transactions  on  the  next  preceding  Business  Day as so
published on the next  succeeding  Business Day, and (b) if no such rate is
so published on such next  succeeding  Business Day, the Federal Funds Rate
for such day shall be the average rate (rounded upward, if necessary,  to a
whole  multiple  of 1/100 of 1%)  charged to Bank of America on such day on
such transactions as determined by the Administrative Agent.

     "Fee Letter" means the fee letter agreement, dated September 13, 2005,
among  Mettler-Toledo  International,  the  Administrative  Agent  and  the
Arranger.

     "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.

     "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,  the  respective  dates that fall every three months
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  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.

     "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,  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,  Bank
of America in its  capacity  as issuer of  Letters of Credit  hereunder  to
Revolving  Borrowers,  or any  successor  issuer  of  Letters  of Credit to
Revolving  Borrowers  hereunder,  and (b) with  respect to each  Subsidiary
Swingline Borrower,  the Swingline Lender who makes Swingline Loans to such
Subsidiary  Swingline  Borrower acting in the capacity of issuer of Letters
of Credit 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"  has the  meaning  specified  in the  introductory  paragraph
hereto and  includes  any  successor  thereto  and any 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.

     "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 thirty days
prior  to the  Maturity  Date  then in  effect  (or,  if such  day is not a
Business Day, the immediately preceding Business Day).

     "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 unused  amount of the  Aggregate  Commitment 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 and the Fee Letter.

     "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.

     "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 November 5, 2010.

     "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-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  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.

     "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,  the rate of interest per annum at
which  overnight  deposits in the applicable  Alternative  Currency,  in an
amount approximately equal to the amount with respect to which such rate is
being determined, would be offered for such day by a branch or Affiliate of
Bank of  America  in the  applicable  offshore  interbank  market  for such
currency to major banks in such  interbank  market and (c) with  respect to
any amount denominated in a Subsidiary  Currency,  the rate of interest per
annum 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 as determined by the applicable  Swingline  Lender.  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 "(pound)" mean the lawful currency of the United
Kingdom.

     "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 on Schedule 2.01 or in the Assignment  and Assumption  pursuant
to which such Lender becomes a party hereto, as applicable.

     "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, 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);
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,  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) (Geschaftsfuhrer),
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 chief executive
officer,   president,   chief  financial  officer,   treasurer,   assistant
treasurer,  controller,  chief accounting officer or finance director.  Any
document delivered  hereunder that is signed by a Responsible  Officer of a
Loan Party shall be  conclusively  presumed to have been  authorized by all
necessary  corporate,  partnership  and/or other action on the part of such
Loan Party and such Responsible  Officer shall be conclusively  presumed to
have acted on behalf of such Loan Party.

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

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

     "Revolving  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.

     "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) $70 million and (b) the Aggregate Commitments. 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, 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 additional  Subsidiary Swingline Borrowers,  Subsidiary  Currencies and
Subsidiary  Currency  Sublimits  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 and Subsidiary Currency Sublimit,  (a) the aggregate
Subsidiary   Swingline  Borrower  Sublimit  for  all  Subsidiary  Swingline
Borrowers is not increased by any such adjustment to an amount greater than
$70  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.

<TABLE>
<CAPTION>
------------------------------------------------------------ ---------------------------------------------------------
           Name of Subsidiary Swingline Borrower                             Subsidiary Currency and
          --------------------------------------                             -----------------------
                                                                           Subsidiary Currency Sublimit
                                                                           ----------------------------
------------------------------------------------------------ ---------------------------------------------------------
<S>                                                           <C>
Mettler-Toledo, Inc.                                         Dollars - 12.5 million
------------------------------------------------------------ ---------------------------------------------------------
MTH and Mettler-Toledo GmbH                                  Swiss Francs - 20 million
------------------------------------------------------------ ---------------------------------------------------------
Mettler-Toledo Holding (France) SAS                          Euros - 3.5 million
------------------------------------------------------------ ---------------------------------------------------------
MTMHD                                                        Euros - 3.5 million
------------------------------------------------------------ ---------------------------------------------------------
Mettler-Toledo K.K.                                          Yen - 200 million
------------------------------------------------------------ ---------------------------------------------------------
Mettler-Toledo Limited, Mettler-Toledo UK Holdings           Pounds Sterling - 2 million
Limited, Mettler-Toledo Safeline X-Ray Limited and
Mettler-Toledo Safeline Limited
------------------------------------------------------------ ---------------------------------------------------------
MTBV and Mettler-Toledo NV                                   Euros - 2 million
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>

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
$70  million,  (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 and (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 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)(iv),  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)  Wachovia Bank, N.A. in connection with a loan to  Mettler-Toledo,
          Inc. in an aggregate principal amount of 12.5 million Dollars;

     (b)  Credit   Suisse  in   connection   with   loans  to  MTH   and/or
          Mettler-Toledo  GmbH  in the  aggregate  principal  amount  of 20
          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 3.5  million
          Euros;

     (e)  The Bank of Tokyo-Mitsubishi,  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 2 million Pounds Sterling; and

     (g)  ING  Capital  LLC acting  either on its own behalf or through its
          Affiliates ING Bank N.V. and ING Belgium SA/NV in connection with
          loans  to  MTBV  and/or   Mettler-Toledo  N.V.  in  an  aggregate
          principal amount of 2 million Euros;

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 Franc" means the lawful currency of Switzerland.

     "Syndication  Agents"  means  JPMorgan  Chase Bank,  N.A. and Wachovia
Bank, N.A., in their capacities as syndication agents under any of the Loan
Documents, and any successor syndication agents.

     "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.

     "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 Section 412 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 "(Y)" 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.

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

          (iii)  The  term  "including"  is  by  way  of  example  and  not
     limitation.

          (iv)  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.
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 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.,  20  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 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 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 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 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 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 Eastern 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 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 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.  Each  of  the  other  Revolving  Borrowers  hereby  irrevocably
appoints  Mettler-Toledo  International  as  its  agent  for  all  purposes
relevant to this  Agreement  and each of the other Loan  Documents,  unless
otherwise specified herein, including,  without limitation,  (i) the giving
and receiving of notices (including,  without limitation, Loan Notices) and
(ii)  the  execution  and  delivery  of  all  documents,   instruments  and
certificates  contemplated  herein and all modifications  hereto, and (iii)
the receipt of the proceeds of any Revolving Loans made by the Lenders. Any
acknowledgement,  consent,  direction,  certification or other action which
might  otherwise  be valid or  effective  only if given or taken by all the
Revolving Borrowers,  or by each Revolving Borrower acting singly, shall be
valid and effective if given or taken only by Mettler-Toledo International,
whether or not any Revolving  Borrower joins therein.  Any notice,  demand,
consent, acknowledgement,  direction,  certification or other communication
delivered to the  Administrative  Agent by Mettler-Toledo  International in
accordance  with the terms of this  Agreement  shall be deemed to have been
delivered by each Revolving Borrower.  Each such notice must be received by
the Administrative  Agent not later than 11:00 a.m. (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) four Business Days (or five 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) one Business Day prior to
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 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 not later than 11:00
a.m. (i) four 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) five Business Days (or six 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  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) three Business Days before
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,    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 Lenders.
Each telephonic  notice by  Mettler-Toledo  International  pursuant to this
Section   2.02(a)   must  be   confirmed   promptly   by  delivery  to  the
Administrative Agent of a written Loan Notice,  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,  and (vii) if  applicable,  the name of the Revolving
Borrower  if other than  Mettler-Toledo  International.  If  Mettler-Toledo
International  fails to specify a currency  in a Loan Notice  requesting  a
Borrowing of Revolving  Loans,  then the Revolving Loans so requested shall
be made in Dollars.  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  the
Applicable  Time specified by the  Administrative  Agent 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 Bank of America 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
Bank of America'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 six Interest  Periods in effect with respect to  Revolving  Loans.  No
more than four different  Alternative  Currencies shall be utilized for all
outstanding Revolving Loans.

     (f) 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.

     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  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, (x) 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;  (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; or

               (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.

          (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 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  (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).  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 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 Bank of
America. 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 Bank of America 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 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 daily amount  available
to be drawn under 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 daily amount
available  in the  applicable  Subsidiary  Currency  to be drawn under such
Letter of Credit.  For purposes of computing the daily 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.  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 daily  amount  available  to be drawn  under 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% of the Applicable Rate times the
Dollar  Equivalent  of the daily  amount  available  to be drawn under such
Letter of Credit or (B) with  respect to  Letters of Credit  issued for the
account  of  any  Subsidiary  Swingline  Borrower,  0.125%  of  the  margin
applicable  for  Letters  of  Credit  for the  account  of such  Subsidiary
Swingline  Borrower  times the daily  amount  available  in the  applicable
Subsidiary  Currency  to be drawn  under  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.
For purposes of computing the daily 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. 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)(iv)
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.

     (b)  Currencies  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 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  make  a
     Eurocurrency  Rate Loan 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  (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
     Borrowings of 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),  the request for Eurocurrency  Rate Loans in Dollars or an
     Alternative  Currency, as the case may be, submitted by the applicable
     Swingline  Lender as set forth  herein shall be deemed to be a request
     by the  Swingline  Lender  that  each of the  Lenders  fund  its  risk
     participation  in  the  relevant  Swingline  Loan  in  Dollars  or the
     Alternative Currency, as the case may be, specified in the Loan Notice
     and 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 such  participation;  provided  that at any time
     the Lenders have funded  their risk  participations  in the  Swingline
     Loans,  the interest rate  applicable to Swingline  Loans shall not be
     less than the Base Rate.

          (iii) If 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.

          (iv) 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) one  Business  Day  prior to 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 the Total  Outstandings  at any time  exceed the
Aggregate  Commitments  then in  effect,  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  (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.

     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,  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  amount of the
Aggregate Commitments,  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 (in the case of a  Eurocurrency  Rate Loan of any
Lender  which is lent from a  Lending  Office in the  United  Kingdom  or a
Participating Member State) the Mandatory Cost; (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.

     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
Arranger and the Administrative Agent for their own respective accounts, in
Dollars,  fees in the amounts and at the times specified in the Fee Letter.
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 Bank of America'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'  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),  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
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 and the Swingline  Lender affected thereby shall have
received (i) such supporting resolutions, 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.

     (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'  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
$150 million;  provided that (i) any such request for an increase  shall be
in a  minimum  amount  of $25  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 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 EXISTING CREDIT AGREEMENT.  (a) Effective as of the Closing Date,
(i) the  Existing  Credit  Agreement  shall  be  amended  and  (for  mutual
convenience of the parties and not as a novation)  restated in its entirety
as provided in this Agreement, (ii) any outstanding Loans (as defined under
the Existing  Credit  Agreement),  after giving  effect to any  prepayments
thereof on the Closing Date shall be outstanding Loans under this Agreement
as provided in Section 2.16(b) and (iii) any outstanding  Letters of Credit
(as defined  under the  Existing  Credit  Agreement)  shall be deemed to be
outstanding Letters of Credit under this Agreement.

     (b)  Effective as of the Closing  Date,  the  Obligations  (as defined
under the Existing Credit Agreement) which remain  outstanding after giving
effect  to any  prepayments  thereof  on such  date  will be  restated  and
continued  under this  Agreement in the same form as they existed under the
Existing  Credit   Agreement,   as  Loans,   Letters  of  Credit  or  other
Obligations.  All such  Loans  or  Letters  of  Credit  deemed  outstanding
hereunder  on the  Closing  Date will be deemed to be Loans or  Letters  of
Credit,  as applicable,  of the Borrower to which such Loans (as defined in
the  Existing  Credit  Agreement)  or Letters of Credit (as  defined in the
Existing Credit Agreement) had been previously outstanding.

                               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).

     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 and (iv) the requirements of the Bank of England and the
Financial  Services Authority or the European Central 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 or the European Central 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; or

     (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;

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 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 September  30,
     2005 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; and

          (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.

     (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) 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,
then the conditions of Section  2.14(b) to the designation of such Borrower
as a Subsidiary  Swingline Borrower shall have been met to the satisfaction
of the  Administrative  Agent and the Swingline  Lender affected thereby in
accordance with the provisions of Section 2.14(b).

     (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  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 September 30, 2005 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.  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.

     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 Section 412
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;  PUBLIC  UTILITY
HOLDING 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  (i) is a "holding  company," or a  "subsidiary
company" of a "holding  company," or an "affiliate" of a "holding  company"
or of a "subsidiary  company" of a "holding company," within the meaning of
the Public Utility  Holding  Company Act of 1935, or (ii) 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.

                                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, 2005),  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,  2005,  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.

     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, 2005),
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, 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; and

     (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.

     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, in every instance,  Mettler-Toledo International
shall be required to provide  paper copies of the  Compliance  Certificates
required by Section 6.02(b) to the Administrative Agent. 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 Arranger  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 Arranger, 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  Arranger  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  governmental
investigation  or notice of 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.

     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.

     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 without 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 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;

     (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) or (i) 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  greater than
$100 million at any time  outstanding;  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;  or (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 (b)  the  ability  of any  Material  Subsidiary  to
Guarantee  the  Obligations  under this  Agreement,  or (c) 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  by  GAAP  or any
applicable Law, 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 3.5 to 1.0.

     (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 1.0.

                               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  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.

     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.

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,  sub-agent 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) 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, 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  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.  Bank of America
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 Bank of America 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,  Bank of America
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,  Bank of America 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 Bank
of America 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 Bank of America shall also constitute
its  resignation  of Bank of America  as the L/C  Issuer for the  Revolving
Borrowers.  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  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"
or  "co-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 Lender;

     (f) change any  provision of this Section  10.01 or the  definition of
"Required  Lenders" or any other provision hereof  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;  or

     (g) release Mettler-Toledo International from the Guaranty without the
written consent of each 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,
     Bank of America,  as L/C Issuer for the  Revolving  Borrowers,  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,  NON-INFRINGEMENT 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 $1 million unless each of the  Administrative
Agent  and,  so  long  as  no  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
and the L/C Issuer  (any such  consent not to be  unreasonably  withheld or
delayed) unless the Person that is the proposed assignee is itself a Lender
(whether  or not  the  proposed  assignee  would  otherwise  qualify  as an
Eligible  Assignee),  and (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.  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 and (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.  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,
         and  (B)  unless  a  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  Bank of  America  or any  Swingline  Lender  assigns  all of its
Commitment and Loans pursuant to subsection (b) above,  (i) Bank of America
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 Bank of America or such Swingline Lender as
L/C Issuer or the resignation of such Swingline Lender as Swingline Lender,
as the case may be. If Bank of America 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.

     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 re-designation 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 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 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 and each
Subsidiary Swingline Borrower (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]


<PAGE>


     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:     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:     Treasurer
                                     ------------------------------------------


                              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  (FORMERLY
                              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
                              (FORMERLY   SAFELINE   AVS   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 GMBH AS A SUBSIDIARY SWINGLINE
                              BORROWER


                              By:    /s/ Mary T. Finnegan
                                     ------------------------------------------
                              Name:      Mary T. Finnegan
                                     ------------------------------------------
                              Title:     Power of Attorney
                                     ------------------------------------------


<PAGE>


                              BANK  OF  AMERICA,  N.A.,  AS  ADMINISTRATIVE
                              AGENT

                              By:    /s/ Kevin L. Ahart
                                     ------------------------------------------
                              Name:      Kevin L. Ahart
                                     ------------------------------------------
                              Title:     Assistant Vice President
                                     ------------------------------------------


<PAGE>


                              BANK OF AMERICA, N.A., AS A LENDER AND AN L/C
                              ISSUER

                              By:    /s/ Richard C. Hardison
                                     ------------------------------------------
                              Name:      Richard C. Hardison
                                     ------------------------------------------
                              Title:     Vice President
                                     ------------------------------------------


<PAGE>


                              BANK OF CHINA, NEW YORK BRANCH, AS A LENDER

                              By:    /s/ Xiaojing Li
                                     ------------------------------------------
                              Name:      Xiaojing Li
                                     ------------------------------------------
                              Title:     First Deputy General Manager
                                     ------------------------------------------


<PAGE>


                              BANK OF  TOKYO-MITSUBISHI  TRUST COMPANY, AS
                              A LENDER AND A DOCUMENTATION AGENT

                              By:    /s/ R. Toyoshima
                                     ------------------------------------------
                              Name:      R. Toyoshima
                                     ------------------------------------------
                              Title:     Vice President
                                     ------------------------------------------


<PAGE>


                              THE BANK OF TOKYO-MITSUBISHI, LTD., SHIMBASHI
                              COMMERCIAL  BANKING  OFFICE,  AS A  SWINGLINE
                              LENDER AND AN L/C ISSUER

                              By:    /s/ Akimko Yamamoto
                                     ------------------------------------------
                              Name:      Akimko Yamamoto
                                     ------------------------------------------
                              Title:     General Manager
                                     ------------------------------------------


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


<PAGE>


                              JPMORGAN  CHASE BANK,  N.A., AS A SYNDICATION
                              AGENT AND A LENDER

                              By:    /s/ Steven R. Sullivan
                                     ------------------------------------------
                              Name:      Steven R. Sullivan
                                     ------------------------------------------
                              Title:     Vice President
                                     ------------------------------------------


<PAGE>


                              BAYERISCHE HYPO-UND  VEREINSBANK AG, NEW YORK
                              BRANCH, AS A LENDER

                              By:    /s/ Jack Wesolek
                                     ------------------------------------------
                              Name:      Jack Wesolek
                                     ------------------------------------------
                              Title:     Director
                                     ------------------------------------------


                              By:    /s/ Thomas Petz
                                     ------------------------------------------
                              Name:      Thomas Petz
                                     ------------------------------------------
                              Title:     Director
                                     ------------------------------------------


<PAGE>


                              BAYERISCHE   HYPO-UND   VEREINSBANK  AG,  ULM
                              BRANCH,  AS A  SWINGLINE  LENDER  AND  AN L/C
                              ISSUER

                              By:    /s/ Jack Wesolek
                                     ------------------------------------------
                              Name:      Jack Wesolek
                                     ------------------------------------------
                              Title:     Director
                                     ------------------------------------------


                              By:    /s/ Thomas Petz
                                     ------------------------------------------
                              Name:      Thomas Petz
                                     ------------------------------------------
                              Title:     Director
                                     ------------------------------------------


<PAGE>


                              BNP PARIBAS, AS A LENDER

                              By:    /s/ Tim King
                                     ------------------------------------------
                              Name:      Tim King
                                     ------------------------------------------
                              Title:     Managing Director
                                     ------------------------------------------


                              By:    /s/ Gaye Plunkett
                                     ------------------------------------------
                              Name:      Gaye Plunkett
                                     ------------------------------------------
                              Title:     Vice President
                                     ------------------------------------------


<PAGE>


                              CREDIT  SUISSE,  AS  A  LENDER,  A  SWINGLINE
                              LENDER AND AN L/C ISSUER

                              By:    /s/ Christophe Mueller
                                     ------------------------------------------
                              Name:      Christophe Mueller
                                     ------------------------------------------
                              Title:     Director
                                     ------------------------------------------


                              By:    /s/ Pena Jak
                                     ------------------------------------------
                              Name:      Pena Jak
                                     ------------------------------------------
                              Title:     Ass. Vice President
                                     ------------------------------------------

<PAGE>


                              FIFTH   THIRD   BANK,    AN   OHIO    BANKING
                              CORPORATION, AS A LENDER

                              By:    /s/ Christopher D. Jones
                                     ------------------------------------------
                              Name:      Christopher D. Jones
                                     ------------------------------------------
                              Title:     Vice President
                                     ------------------------------------------


<PAGE>


                              HSBC BANK USA, N.A., AS A LENDER

                              By:    /s/ Elizabeth Peck
                                     ------------------------------------------
                              Name:      Elizabeth Peck
                                     ------------------------------------------
                              Title:     Vice President
                                     ------------------------------------------


<PAGE>


                              ING CAPITAL LLC, AS A LENDER

                              By:    /s/ John Kippax
                                     ------------------------------------------
                              Name:      John Kippax
                                     ------------------------------------------
                              Title:     Managing Director
                                     ------------------------------------------


<PAGE>


                              MERRILL LYNCH BANK USA, AS A LENDER

                              By:    /s/ Louis Alder
                                     ------------------------------------------
                              Name:      Louis Alder
                                     ------------------------------------------
                              Title:     Director
                                     ------------------------------------------


<PAGE>


                              NORDEA BANK FINLAND PLC, AS A LENDER

                              By:    /s/ Henrik M. Steffensen
                                     ------------------------------------------
                              Name:      Henrik M. Steffensen
                                     ------------------------------------------
                              Title:     First Vice President
                                     ------------------------------------------


                              By:    /s/ Gerald E. Chelius, Jr.
                                     ------------------------------------------
                              Name:      Gerald E. Chelius, Jr.
                                     ------------------------------------------
                              Title:     SVP Credit
                                     ------------------------------------------


<PAGE>


                              THE ROYAL BANK OF SCOTLAND  PLC, AS A LENDER,
                              A SWINGLINE LENDER AND AN L/C ISSUER

                              By:    /s/ Mark Griffin
                                     ------------------------------------------
                              Name:      Mark Griffin
                                     ------------------------------------------
                              Title:     Vice President
                                     ------------------------------------------


<PAGE>


                              SOCIETE GENERALE, AS A DOCUMENTATION AGENT, A
                              LENDER, A SWINGLINE LENDER AND AN L/C ISSUER

                              By:    /s/ Anne-Marie Dumortier
                                     ------------------------------------------
                              Name:      Anne-Marie Dumortier
                                     ------------------------------------------
                              Title:     Director
                                     ------------------------------------------


<PAGE>


                              UBS AG, STAMFORD BRANCH, AS A LENDER

                              By:    /s/ Richard L. Tavrow
                                     ------------------------------------------
                              Name:      Richard L. Tavrow
                                     ------------------------------------------
                              Title:     Director Banking Products Services, US
                                     ------------------------------------------


                              By:    /s/ Irja R. Olsa
                                     ------------------------------------------
                              Name:      Irja R. Olsa
                                     ------------------------------------------
                              Title:     Associate Director Banking
                                         Products Services, US
                                     ------------------------------------------

<PAGE>


                              WACHOVIA BANK, N.A., AS A SYNDICATION  AGENT,
                              A  LENDER,  A  SWINGLINE  LENDER  AND  AN L/C
                              ISSUER

                              By:    /s/ Patrick D. Finn
                                     ------------------------------------------
                              Name:      Patrick D. Finn
                                     ------------------------------------------
                              Title:     Managing Director
                                     ------------------------------------------


<PAGE>


                                                              Schedule 1.01

                          MANDATORY COST FORMULAE

1.   The Mandatory  Cost (to the extent  applicable)  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); or

     (b)  the requirements of the European Central Bank.

2.   On the first day of each  Interest  Period (or as soon as  practicable
     thereafter) the Administrative Agent shall calculate,  as a percentage
     rate,  a rate  (the  "Additional  Cost  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'   Additional  Cost  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. The Administrative  Agent
     will, at the request of  Mettler-Toledo  International  or any Lender,
     deliver to Mettler-Toledo International or such Lender as the case may
     be, a statement setting forth the calculation of any Mandatory Cost.

3.   The Additional  Cost Rate for any Lender lending from a Lending Office
     in a  Participating  Member State will be the  percentage  notified by
     that  Lender to the  Administrative  Agent.  This  percentage  will be
     certified by such Lender in its notice to the Administrative  Agent as
     the cost (expressed as a percentage of such Lender's  participation in
     all Loans made from such Lending Office) of complying with the minimum
     reserve  requirements of the European Central Bank in respect of Loans
     made from that Lending Office.

4.   The Additional  Cost Rate for any Lender lending from a Lending Office
     in the United Kingdom will be calculated by the  Administrative  Agent
     as follows:

     (a)  in relation to any Loan in Pounds Sterling:

                    AB+C(B-D)+E x 0.01        per cent per annum
                       100 - (A+C)

     (b)  in  relation  to any  Loan  in any  currency  other  than  Pounds
          Sterling:

                         E x 0.01             per cent per annum
                         300

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,  the  Mandatory  Cost and any  interest  charged on overdue
          amounts pursuant to the first sentence of Section 2.08(b) and, in
          the case of interest (other than on overdue  amounts)  charged at
          the Default Rate,  without counting any increase in interest rate
          effected by the  charging of the  Default  Rate)  payable for the
          relevant Interest Period of such 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 Regulations and is calculated by the Administrative Agent as
          being the average of the most recent rates of charge  supplied by
          the Lenders to the  Administrative  Agent pursuant to paragraph 7
          below and expressed in pounds per (pound)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)  "Fees Regulations" means 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;

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

     (d)  "Tariff  Base"  has  the  meaning  given  to it in,  and  will be
          calculated in accordance with, the Fees Regulations.

6.   In application of the above  formulae,  A, B, C and D will be included
     in the  formulae  as  percentages  (i.e.  5% 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  or   Mettler-Toledo
     International, each Lender with a Lending Office in the United Kingdom
     or a Participating  Member State shall,  as soon as practicable  after
     publication  by  the  Financial  Services  Authority,  supply  to  the
     Administrative  Agent and  Mettler-Toledo  International,  the rate of
     charge  payable by such  Lender to the  Financial  Services  Authority
     pursuant to the Fees Regulations in respect of the relevant  financial
     year of the Financial Services Authority  (calculated for this purpose
     by such Lender as being the average of the Fee Tariffs  applicable  to
     such  Lender  for that  financial  year) and  expressed  in pounds per
     (pound)1,000,000 of the Tariff Base of such Lender.

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


     (a)  its  jurisdiction of  incorporation  and the  jurisdiction of the
          Lending   Office  out  of  which  it  is  making   available  its
          participation in the relevant Loan; and

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

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

9.   The  percentages  or rates of charge of each Lender for the purpose of
     A, C and 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,  Special  Deposits  and  the  Fees
     Regulations  are  the  same  as  those  of a  typical  bank  from  its
     jurisdiction  of  incorporation  with a  Lending  Office  in the  same
     jurisdiction as such Lender's Lending Office.

10.  The Administrative Agent shall have no liability to any Person if such
     determination  results  in an  Additional  Cost  Rate  which  over- or
     under-compensates  any Lender and shall be entitled to assume that the
     information  provided by any Lender  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 Additional  Cost Rate for each Lender based on the  information
     provided by each Lender 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 Additional
     Cost 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  Lenders,  determine  and
     notify to all parties 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 or the European Central Bank (or, in any
     case, any other  authority which replaces all or any of its functions)
     and any such determination shall, in the absence of manifest error, be
     conclusive and binding on all parties hereto.


<PAGE>


                                                              Schedule 2.01


<TABLE>

                                COMMITMENTS
                            AND PRO RATA SHARES

<CAPTION>
   LENDER                                                 COMMITMENT                            COMMITMENT
                                                                                              PRO RATA SHARE
   ----------------------------------------- ------------------------------------- --------------------------------------
   <S>                                                  <C>                                  <C>
   Bank of America, N.A.                                 $39,000,000                           8.666666668%

   Bank of Tokyo-Mitsubishi Trust                        $34,000,000                           7.555555555%
   Company

   JPMorgan Chase Bank, NA.                              $34,000,000                           7.555555555%

   Societe Generale                                      $34,000,000                           7.555555555%

   Wachovia Bank, N.A.                                   $34,000,000                           7.555555555%

   Bank of China, New York Branch                        $27,000,000                           6.000000000%

   Bayerische Hypo-und Vereinsbank AG                    $27,000,000                           6.000000000%

   Credit Suisse                                         $27,000,000                           6.000000000%

   ING Capital LLC                                       $27,000,000                           6.000000000%

   The Royal Bank of Scotland plc                        $27,000,000                           6.000000000%

   HSBC Bank USA, N.A.                                   $27,000,000                           6.000000000%

   Fifth Third Bank                                      $27,000,000                           6.000000000%

   BNP Paribas                                           $21,500,000                           4.777777778%

   Merrill Lynch Bank USA                                $21,500,000                           4.777777778%

   Nordea Bank Finland Plc                               $21,500,000                           4.777777778%

   UBS AG, Stamford Branch                               $21,500,000                           4.777777778%

   Total                                                $450,000,000                         100.000000000%

</TABLE>


<PAGE>


                                                              Schedule 5.07

                           MATERIAL SUBSIDIARIES/
         OTHER EQUITY INVESTMENTS AND INVESTMENTS AND INDEBTEDNESS


Part (a).      Material Subsidiaries.

<TABLE>
<CAPTION>
                 --------------------------------- --------------------------------- --------------------------------
                   <S>                               <C>                             <C>
                          NAME OF ENTITY             JURISDICTION OF ORGANIZATION        OWNER OF ISSUED CAPITAL
                 --------------------------------- --------------------------------- --------------------------------
                       Mettler-Toledo Inc.              United States/Delaware             100% Mettler-Toledo
                                                                                           International Inc.
                 --------------------------------- --------------------------------- --------------------------------
                       Mettler-Toledo GmbH                   Switzerland              99.95% Mettler-Toledo Holding
                                                                                      AG, 0.05% James T. Bellerjeau
                 --------------------------------- --------------------------------- --------------------------------
                    Mettler-Toledo Holding AG                Switzerland              90% Mettler-Toledo B.V., 10%
                                                                                          Mettler-Toledo, Inc.
                 --------------------------------- --------------------------------- --------------------------------
                    Mettler-Toledo Management                  Germany               100% Mettler-Toledo Holding AG
                     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.
                 --------------------------------- --------------------------------- --------------------------------
</TABLE>


Part (b).      Other Equity Investments/Liens.

               Panzhihua Toledo Electronic Scale Ltd.  (China);  authorized
               and  issued   capital  of  RMB   7,200,000;   80%  owned  by
               Mettler-Toledo (Changzhou) Scale & System Ltd.; 20% owned by
               Mettler-Toledo (Changzhou) Precision Instruments Ltd.


Part (c).      Indebtedness/Investments.

               $150 million 4.85% Senior Notes due 2010.


<PAGE>

                                                              SCHEDULE 7.01

                               EXISTING LIENS


A.       SWISS MORTGAGES

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Grundstuck  in  Blatt  Nr. / Grundbuchamt / Erstellungsdatum       Pfandsumme /   Letzte            Bemerkungen/Notes
Land                         Land Registry / Creation Date             Mortgage   Aenderungen/
                                                                            CHF   Changes
-----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                 <C>              <C>               <C>
Greifensee, 1246, 625, 626   Uster Serie C04828/ 7.7.66            5'000'000.--   18.11.1982        1. Pfandstelle
-----------------------------------------------------------------------------------------------------------------------------------
Greifensee, 1246, 625, 626   Uster Serie C53870/13.12.72           5'000'000.--   18.11.1982        1. Pfandstelle
-----------------------------------------------------------------------------------------------------------------------------------
Greifensee, 1246, 625, 626   Uster Serie C53869/13.12.72           5'000'000.--   18.11.1982        1. 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
-----------------------------------------------------------------------------------------------------------------------------------
Volketswil, 6404, GR789      Dubendorf Serie C03880/29.4.66        1'000'000.--   30.6.1997         1. Pfandstelle
-----------------------------------------------------------------------------------------------------------------------------------
Volketswil, 6404, GR789      Dubendorf Serie C03881/29.4.66        1'000'000.--   30.6.1997         1. Pfandstelle
-----------------------------------------------------------------------------------------------------------------------------------
Volketswil, 6404, GR789      Dubendorf Serie C03882/29.4.66        1'000'000.--   30.6.1997         1. Pfandstelle
-----------------------------------------------------------------------------------------------------------------------------------
Volketswil, 6404, GR789      Dubendorf Serie C03883/29.4.66        1'000'000.--   30.6.1997         1. Pfandstelle
-----------------------------------------------------------------------------------------------------------------------------------
Volketswil, 6404, GR789      Dubendorf Serie C03884/29.4.66        1'000'000.--   30.6.1997         1. Pfandstelle
-----------------------------------------------------------------------------------------------------------------------------------
Volketswil, 6404, GR789      Dubendorf Serie C03885/29.4.66          500'000.--   30.6.1997         1. Pfandstelle
-----------------------------------------------------------------------------------------------------------------------------------
Volketswil, 6404, GR789      Dubendorf Serie A57459/15.10.96       8'000'000.--   15.10.1996        2. Pfandstelle
-----------------------------------------------------------------------------------------------------------------------------------
Uster, 7242, 7243            Uster, 15.4.1981                     15'000'000.--   15.4.1981         1. Pfandstelle/Orig. Not. Uster
-----------------------------------------------------------------------------------------------------------------------------------
Uster, 7242, 7243            Uster, 15.4.1981                     15'000'000.--   15.4.1981         1. Pfandstelle/Orig. Not. Uster
-----------------------------------------------------------------------------------------------------------------------------------
Uster, 7242, 7243            Uster, 2.10.1996                      8'000'000.--   2.10.1996         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
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

                                                             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
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):

Bank of America, N.A.
101 N. Tryon Street, 15th Floor
Mail Code:  NC1-001-15-04
Charlotte, NC  28255
Attention:  Stephen B. Lenehan
Telephone:  704-387-2472
Facsimile:  704-409-0514
Electronic Mail:  stephen.b.lenehan@bankofamerica.com


Account No. (for Dollars):  1366212250600
Ref:  Mettler-Toledo, Attn: Credit Services
ABA# 053000196

Account No. (for Euro):  65280019
Ref:  Mettler-Toledo, Attn: Credit Services
Swift Address: BOFAGB22

Account No. (for Pounds Sterling):  65280027
Ref:  Mettler-Toledo, Attn: Credit Services
London Sort Code: 16-50-50
Swift Address: BOFAGB22

Account No. (for Swiss Francs):  601490661012
Ref:  Mettler-Toledo, Attn: Credit Services
Swift Code:  BOFACH2X

Other Notices as Administrative Agent:

Bank of America, N.A.
Agency Management
1455 Market Street
Mail Code:  CA5-701-05-19
San Francisco, CA  94103
Attention:  Kevin Ahart
Telephone:  415-436-2750
Facsimile:  415-503-5000
Electronic Mail:  kevin.ahart@bankofamerica.com

L/C ISSUER FOR REVOLVING BORROWERS:
Bank of America, N.A.
Global Trade Operations-Standby Unit
Mail Code:  PA6-580-02-30
One Fleet Way
Scranton, PA  18507
Attn:  Mike Grizzanti
Telephone: 570.330.4214
Facsimile: 570.330.4187
Electronic Mail:  michael.a.grizzanti@bankofamerica.com


<PAGE>

                                                                  EXHIBIT A

                            FORM OF LOAN NOTICE

--------------------------------------------------------------------------------
Date:         ___________, _____
--------------------------------------------------------------------------------
To:           Bank of America, N.A., as Administrative Agent
--------------------------------------------------------------------------------

Ladies and Gentlemen:
     Reference  is  made  to  that  certain  Amended  and  Restated  Credit
Agreement,  dated as of  November  7,  2005  (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,  Bank of America,  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 6 below (select one):

     |_| A Borrowing of Revolving Loans  |_| A conversion of Revolving Loans

     |_| A continuation of Eurocurrency Rate Loans

1. On _________________________________ (a Business Day).

2. In the amount of  _________________________________.

3. Comprised of  _________________________________.[Type of Loan requested]

4. In the following currency: ________________________

5. For Eurocurrency Rate Loans: with an Interest Period of ___ months.

6. On behalf of ____________________________ [insert name of applicable
Revolving Borrower].

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

                              METTLER-TOLEDO INTERNATIONAL INC.

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


<PAGE>


                                                                  EXHIBIT B

                           FORM OF REVOLVING NOTE


                                                           November 7, 2005

     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  Amended and  Restated  Credit
Agreement,  dated as of  November  7,  2005  (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,  Bank of America,  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.


<PAGE>


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


                              [BORROWER]

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


<PAGE>

<TABLE>
                                        REVOLVING LOANS AND PAYMENTS WITH RESPECT THERETO

<CAPTION>
                                                                        END OF         AMOUNT OF
                                                                       INTEREST      PRINCIPAL OR        OUTSTANDING
                         MATURITY     TYPE OF LOAN      AMOUNT OF     PERIOD (IF     INTEREST PAID        PRINCIPAL        NOTATION
  DATE     CURRENCY        DATE           MADE          LOAN MADE     APPLICABLE)      THIS DATE      BALANCE THIS DATE    MADE BY
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>           <C>           <C>              <C>            <C>           <C>                <C>                <C>
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------
-------- ------------- ------------- ---------------- -------------- ------------- ------------------ ------------------ -----------

</TABLE>


<PAGE>

                                                                  EXHIBIT C

                           FORM OF SWINGLINE NOTE



[CURRENCY]__________________                               November 7, 2005

     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 Amended and Restated Credit  Agreement dated as of November 7,
2005 (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, Bank of America,
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.



<PAGE>


         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:
                                    --------------------------------------------


<PAGE>

<TABLE>

                                        SWINGLINE LOANS AND PAYMENTS WITH RESPECT THERETO


<CAPTION>
                                                                            END OF         AMOUNT OF       OUTSTANDING
                                                                           INTEREST      PRINCIPAL OR       PRINCIPAL
          INTEREST                            MATURITY     AMOUNT OF      PERIOD (IF     INTEREST PAID     BALANCE THIS     NOTATION
DATE      RATE        MARGIN      CURRENCY      DATE       LOAN MADE     APPLICABLE)       THIS DATE           DATE         MADE BY
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>         <C>         <C>        <C>          <C>           <C>             <C>              <C>               <C>
-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

-------   ------      ------      --------   ---------    -----------   ------------    -------------    ----------------- ---------

</TABLE>


<PAGE>


                                                                  EXHIBIT D

                       FORM OF COMPLIANCE CERTIFICATE

                                       Financial Statement Date:_________ ,
--------------------------------------------------------------------------------
To:           Bank of America, N.A., as Administrative Agent
--------------------------------------------------------------------------------

Ladies and Gentlemen:

     Reference  is  made  to  that  certain  Amended  and  Restated  Credit
Agreement,  dated as of  November  7,  2005  (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,  Bank of America,  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. 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:
                                    --------------------------------------------



<PAGE>


 For the Quarter/Year ended ___________________("Financial Statement Date")
                                                 ------------------------

                                 SCHEDULE 1
                       to the Compliance Certificate
                                ($ in 000's)

I.   SECTION 7.11(A) CONSOLIDATED INTEREST COVERAGE RATIO.
<TABLE>
<CAPTION>
----------------------------------------- ----------------------------------------------------------------------------------------
                                                                              Subject Period
----------------------------------------- --------------- ----------------- ---------------- ------------------ ------------------
                                           1st Quarter      2nd Quarter       3rd Quarter       4th Quarter       Total Subject
                                              ended            ended             ended             ended          Period ended

                                             -------          -------           ------            ------            --------
<S>                                       <C>              <C>              <C>              <C>                <C>
----------------------------------------- --------------- ----------------- ---------------- ------------------ ------------------
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. Other non-recurring cash and       $               $                 $                $                  $
       non-cash items of income to the
       extent such items exceed $5
       million in the aggregate
----------------------------------------- --------------- ----------------- ---------------- ------------------ ------------------
   11. Maximum Consolidated EBITDA        $               $                 $                $                  $
       (Lines I.A.1 + 2 + 3 + 4 + 5 +
       6 + 7 + 8 + 9 - 10)
----------------------------------------- --------------- ----------------- ---------------- ------------------ ------------------
   12. Lines I.A.8 + 9                                                                                          $
----------------------------------------- --------------- ----------------- ---------------- ------------------ ------------------
   13. 1/9(Lines I.A.1 + 2 + 3 + 4 + 5                                                                          $
       + 6 + 7 - 10)
----------------------------------------- --------------- ----------------- ---------------- ------------------ ------------------
   14. Consolidated EBITDA (Lines I.A.1                                                                         $
       + 2 + 3 + 4 + 5 + 6 + 7 - 10 +
       (lesser of Line I.A.12. and
       Line I.A.13))
----------------------------------------- --------------- ----------------- ---------------- ------------------ ------------------
B.  Consolidated Interest Charges for     $               $                 $                $                  $
Subject Period
----------------------------------------- --------------- ----------------- ---------------- ------------------ ------------------
C.  Consolidated Interest Coverage                                                                              ___ to 1
Ratio (Line I.A.14 / I.B.)
----------------------------------------- --------------- ----------------- ---------------- ------------------ ------------------
Minimum required                                                                                                3.5 to 1
----------------------------------------- --------------- ----------------- ---------------- ------------------ ------------------
</TABLE>


 II. SECTION 7.11(B) - CONSOLIDATED LEVERAGE RATIO.

     A.  Consolidated Funded Indebtedness at Statement Date:   $___________
     B.  Consolidated EBITDA for Subject Period (Line I.A.14
         above):                                               $___________
     C.  Consolidated Leverage Ratio (Line II.A / Line II.B):   ___________ to 1

         Maximum permitted:                                     3.25 to 1


<PAGE>

                                                                  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 Amended and  Restated  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)]

-------------------------
(1)     Select as applicable.

3.       Borrower(s):  ______________________________

4.       Administrative Agent: Bank of America, N.A., as the administrative
         agent under the Credit Agreement

5.       Credit Agreement:  Amended and Restated Credit Agreement, dated as
         of  November  7,  2005  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, Bank of America,  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:
<TABLE>
<CAPTION>
------------------------------------- --------------------------------- ----------------------------------
             Aggregate                           Amount of                         Percentage
             Amount of                           Commitment                        Assigned of
             Commitment                          Assigned*                      Commitment/Loans
         for all Lenders*
------------------------------------- --------------------------------- ----------------------------------
         <S>                                 <C>                                 <C>
         $________________                   $________________                   ______________%
------------------------------------- --------------------------------- ----------------------------------
         $________________                   $________________                   ______________%
------------------------------------- --------------------------------- ----------------------------------
         $________________                   $________________                   ______________%
------------------------------------- --------------------------------- ----------------------------------

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

</TABLE>

[7.      Trade Date:       __________________](2)
         ----------
------------
(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.

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:

BANK OF AMERICA, N.A., as
Administrative Agent

By:
   --------------------------------------------------
Name:
     ------------------------------------------------
Title:
      -----------------------------------------------
----------
(3)  To be  added  only  if the  consent  of the  Administrative  Agent  is
     required by the terms of the Credit Agreement.


[Consented to:](4)

[METTLER-TOLEDO INTERNATIONAL INC.]

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

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


<PAGE>


                                       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.


<PAGE>


                                                                  EXHIBIT F

                   FORM OF SUBSIDIARY SWINGLINE BORROWER
                      REQUEST AND ASSUMPTION AGREEMENT

--------------------------------------------------------------------------------
Date:         ___________, _____
--------------------------------------------------------------------------------
To:           Bank of America, 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  Amended and
Restated Credit Agreement, dated as of November 7, 2005 (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,
Bank of  America,  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 and having the Subsidiary  Currency Sublimit 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
-------------------------------------- -----------------------------------------

-------------------------------------- -----------------------------------------

-------------------------------------- -----------------------------------------

-------------------------------------- -----------------------------------------

     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:
                                    --------------------------------------------


<PAGE>


                                                                  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 Amended and
Restated Credit Agreement, dated as of November 7, 2005 (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,
Bank of  America,  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 for its account on the terms and conditions
set forth in the Credit Agreement:

-------------------------------------- -----------------------------------------
Name of Subsidiary Swingline Borrower       Subsidiary Currency and Sublimit
-------------------------------------- -----------------------------------------

-------------------------------------- -----------------------------------------

-------------------------------------- -----------------------------------------

-------------------------------------- -----------------------------------------

     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.

                              BANK OF AMERICA, N.A.,
                              as Administrative Agent

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


<PAGE>

                                                                  EXHIBIT H

                             FORMS OF OPINIONS

    [OPINIONS FOR COUNSEL FOR REVOLVING BORROWERS IN FORMS TO BE AGREED]





<PAGE>


                                                                  EXHIBIT I

                        FORM OF SUBSIDIARY SWINGLINE
                    BORROWER SUBLIMIT ADJUSTMENT CONSENT

--------------------------------------------------------------------------------
Date:         ___________, _____
--------------------------------------------------------------------------------

Ladies and Gentlemen:

     Reference  is  made  to  that  certain  Amended  and  Restated  Credit
Agreement,  dated as of  November  7,  2005  (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,  Bank of America,  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]


<PAGE>



                              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)(iv)] 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:

BANK OF AMERICA, N.A.,
as Administrative Agent

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


<PAGE>


                                                                  EXHIBIT J

               FORM OF SWINGLINE LOAN CALCULATION DATE NOTICE

--------------------------------------------------------------------------------
Date:         ___________, _____
--------------------------------------------------------------------------------
To:           Bank of America, N.A., as Administrative Agent
--------------------------------------------------------------------------------

Ladies and Gentlemen:

     Reference  is  made  to  that  certain  Amended  and  Restated  Credit
Agreement,  dated as of  November  7,  2005  (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,  Bank of America,  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 to 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:
                                    --------------------------------------------


<PAGE>

                                                                  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  Amended  and  Restated  Credit
Agreement,  dated as of  November  7,  2005  (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,  Bank of America,  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.

                              BANK OF AMERICA, N.A.
                              as Administrative Agent

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