8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2015

Mettler-Toledo International Inc.

(Exact name of registrant as specified in its charter)

Delaware	File No. 001-13595	13-3668641
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Polaris Parkway Columbus, OH and Im Langacher 44 CH Greifensee, Switzerland	43240 and 8606
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 1-614-438-4511 and +41-44-944-22-11

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

		Page
Item 8.01	Other Event	3
Item 9.01	Financial Statements and Exhibits	3
Signatures		3

Item 8.01 Entry into a Material Definitive Agreement

On April 24, 2015, the Company amended the definition of “Change of Control” in the following document:

• the Credit Agreement among Mettler-Toledo, certain of its subsidiaries, JPMorgan Chase Bank, N.A. as Administrative Agent and certain other financial institutions, dated as of December 20, 2011, as amended on November 26, 2013.

On April 29, 2015, the Company amended the definition of "Change of Control" in the following documents:

• the Note Purchase Agreement, dated as of March 31, 2015 among Mettler-Toledo and the accredited institutions named therein;

• the Note Purchase Agreement dated as of June 27, 2014 among Mettler-Toledo and the accredited institutions named therein;

• the Note Purchase Agreement dated as of October 10, 2012 as supplemented by that certain First Supplement to Note Purchase Agreement dated as of July 29, 2013, among Mettler-Toledo and the accredited institutions named therein; and

• the Note Purchase Agreement dated as of June 25, 2009 among Mettler-Toledo and the accredited institutions named therein (collectively, the “Amendment Agreements”).

The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of each of the amendments, which are filed herewith as Exhibit 99.1, 99.2, 99.3, 99.4 and 99.5 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Amendment No. 2 to Credit Agreement among the Company, certain of its subsidiaries, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and certain other financial institutions, dated as of December 20, 2011.
99.2	First Amendment to Note Purchase Agreement dated as of March 31, 2015 by and among Mettler-Toledo International Inc., Metropolitan Life Insurance Company, MetLife Insurance Company USA, OMI MLIC Investments Limited and Massachusetts Mutual Life Insurance Company.
99.3	First Amendment to Note Purchase Agreement dated as of June 27, 2014 by and among Mettler-Toledo International Inc., Babson Capital Management LLC, Cigna Investments, Inc. and Teachers Insurance and Annuity Association of America.
99.4	First Amendment to Note Purchase Agreement dated as of October 10, 2012 by and among Mettler-Toledo International Inc., Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York and Aviva Life and Annuity Company Royal Neighbors of America as supplemented by that certain First Supplement to Note Purchase Agreement dated as of July 29, 2013.
99.5	First Amendment to Note Purchase Agreement dated as of June 25, 2009 by and among Mettler-Toledo International Inc. and Connecticut General Life Insurance Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, MassMutual Asia Limited, American Investors Life Insurance Company, Aviva Life and Annuity Company, Bankers Life and Casualty Company, Conseco Life Insurance Company, Conseco Health Insurance Company and Colonial Penn Life Insurance Company.

EX-99.1

CONFORMED COPY

AMENDMENT NO. 2

dated as of April 24, 2015

to

CREDIT AGREEMENT

Dated as of December 20, 2011

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

WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent agree to make certain modifications to the Credit Agreement; and

WHEREAS, the Borrowers, the Lenders and the Administrative Agent have so agreed on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Administrative Agent hereby agree as follows.

1.Amendments to the Credit Agreement. Effective as of the Effective Date, but subject to the satisfaction of the conditions precedent set forth in Section 2 below, the definition of “Change of Control” set forth in Section 1.01 of the Credit Agreement is hereby amended to amend and restate clause (d) thereof in its entirety as follows:

(d) [Intentionally Omitted].

2.Conditions of Effectiveness. The effectiveness of this Amendment is subject to the following conditions precedent:

(a)    the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrowers, the Lenders required to execute this Amendment pursuant to the Credit Agreement, and the Administrative Agent;

(b)    the Administrative Agent shall have received all other fees and amounts due and payable on or prior to the Effective Date, including, to the extent invoiced no less than two (2) Business Days prior to the Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers.

3.Representations and Warranties of each Borrower. Each Borrower hereby represents and warrants as follows:

(a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms.

(b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of such Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof (except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (y) for purposes of this Section 3(b), the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement).

4.Reference to and Effect on the Credit Agreement.

(a)Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.

(b)Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

(c)The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5.Costs and Expenses. The Borrowers jointly and severally shall pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees, costs and expenses of counsel to the Administrative Agent) incurred in connection with the preparation, execution and delivery of this Amendment.

6.Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

7.Execution. This Amendment may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment.

8.Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year 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: Treasurer

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: Treasurer

METTLER-TOLEDO B.V.,

as a Revolving Borrower

By: /s/ Mary T. Finnegan

Name: Mary T. Finnegan

Title: Treasurer

METTLER-TOLEDO AG,

as a Revolving Borrower and a Subsidiary Swingline Borrower

By: /s/ Mary T. Finnegan

Name: Mary T. Finnegan

 Title: Treasurer

Signature Page to Amendment No. 2

Mettler-Toledo

METTLER-TOLEDO FINANCE, LTD.,

as a Revolving Borrower

By: /s/ Mary T. Finnegan

Name: Mary T. Finnegan

Title: Treasurer

METTLER-TOLEDO LUXEMBOURG S.A.R.L.,

as a Revolving Borrower

By: /s/ Mary T. Finnegan

Name: Mary T. Finnegan

Title: Treasurer

METTLER-TOLEDO GLOBAL HOLDINGS LLC, as a Revolving Borrower

By: /s/ Mary T. Finnegan

Name: Mary T. Finnegan

Title: Treasurer

METTLER-TOLEDO K.K.,

as a Subsidiary Swingline Borrower

By: /s/ Mary T. Finnegan

Name: Mary T. Finnegan

Title: Treasurer

METTLER-TOLEDO, LLC,

as a Subsidiary Swingline Borrower

By: /s/ Mary T. Finnegan

Name: Mary T. Finnegan

Title: Treasurer

METTLER-TOLEDO INC. (CANADA),

as a Subsidiary Swingline Borrower

By: /s/ Mary T. Finnegan

Name: Mary T. Finnegan

Title: Treasurer

Signature Page to Amendment No. 2

Mettler-Toledo

JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
By /s/ Brendan Korb
	Name: Brendan Korb
	Title: Vice President

Signature Page to Amendment No. 2

Mettler-Toledo

BANK OF AMERICA, N.A., as a Lender
By /s/ E. Mark Hardison
	Name: E. Mark Hardison
	Title: Senior Vice President

Signature Page to Amendment No. 2

Mettler-Toledo

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
By /s/ Christine L. Howatt
	Name: Christine L. Howatt
	Title: Authorized Signatory

Signature Page to Amendment No. 2

Mettler-Toledo

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By /s/ Kenneth R. Fieler
	Name: Kenneth R. Fieler
	Title: Vice President

Signature Page to Amendment No. 2

Mettler-Toledo

WELLS FARGO BANK, N.A., as a Lender
By /s/ Keith Luettel
	Name: Keith Luettel
	Title: Vice President

Signature Page to Amendment No. 2

Mettler-Toledo

CITIZENS BANK OF PENNSYLVANIA, as a Lender
By /s/ Michael C. Colella
	Name: Michael C. Colella
	Title: AVP

Signature Page to Amendment No. 2

Mettler-Toledo

CREDIT SUISSE AG, as a Lender
By /s/ Christophe Müller /s/ Lorenz Meier
	Name: Christophe Müller Lorenz Meier
	Title: Director Assistant Vice President

Signature Page to Amendment No. 2

Mettler-Toledo

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By /s/ Mary E. Auch
	Name: Mary E. Auch
	Title: Senior Vice President

Signature Page to Amendment No. 2

Mettler-Toledo

BANK OF CHINA, NEW YORK BRANCH, as a Lender
By /s/ Haifeng Xu
	Name: Haifeng Xu
	Title: Executive Vice President

Signature Page to Amendment No. 2

Mettler-Toledo

HSBC BANK USA, N.A., as a Lender
By /s/ Frank M. Eassa
	Name: Frank M. Eassa
	Title: Senior Vice President

Signature Page to Amendment No. 2

Mettler-Toledo

ING BANK N.V., DUBLIN BRANCH, as a Lender
By /s/ Barry Fehily
	Name: Barry Fehily
	Title: Managing Director /s/ Maurice Kenny Maurice Kenny Director

Signature Page to Amendment No. 2

Mettler-Toledo

THE NORTHERN TRUST COMPANY, as a Lender
By /s/ John D. Legge
	Name: John D. Legge
	Title: Vice President

Signature Page to Amendment No. 2

Mettler-Toledo

NORDEA BANK FINLAND PLC., as a Lender
By /s/ Maureen Carson-Rustrian
	Name: Maureen Carson-Rustrian
	Title: Assistant Vice President By /s/ Mogens R. Jensen Name: Mogens R. Jensen Title: Senior Vice President

Signature Page to Amendment No. 2

Mettler-Toledo

EX-99.2

CONFORMED COPY                                        

METTLER-TOLEDO INTERNATIONAL INC.

________________

FIRST AMENDMENTDated as of April 29, 2015
toNOTE PURCHASE AGREEMENTDated as of March 31, 2015

________________

Re:

€125,000,000 1.47% Senior Notes due June 17, 2030

1

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

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

RECITALS:

A.    WHEREAS, the Company and each of the Purchasers have heretofore entered into that certain Note Purchase Agreement dated as of March 31, 2015 (the “Original Note Agreement”);

B.    WHEREAS, on June 17, 2015, the Company will issue €125,000,000 aggregate principal amount of its 1.47% Senior Notes due June 17, 2030 (the “Notes”) to the Purchasers pursuant to the Original Note Agreement;

C.    WHEREAS, capitalized terms used herein shall have the respective meanings ascribed thereto in the Original Note Agreement unless herein defined or the context shall otherwise require; and

D.    WHEREAS, all requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Purchasers do hereby agree as follows:

SECTION 1.AMENDMENTS.

1.1.    Section 8.7(h) of the Original Note Agreement shall be and is hereby amended and restated in its entirety as follows:

(h)“Change in Control” shall mean

(1)    any transaction or series of related transactions pursuant to which the Company shall cease to own directly or indirectly the Capital Stock of Subsidiaries which have 70% or more of the consolidated tangible assets of the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1 or 70% or more of the consolidated revenues of the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1; or

(2)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, 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 Exchange Act, 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 the Company entitled to vote for members of the board of directors or equivalent governing body of the Company 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).

SECTION 2.REPRESENTATION AND WARRANTIES OF THE COMPANY.

2.1.To induce the Purchasers to execute and deliver this First Amendment, the Company represents and warrants to the Purchasers (which representations shall survive the execution and delivery of this First Amendment) that:

(a)this First Amendment has been duly authorized, executed and delivered by the Company and the Original Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(b)the execution and delivery of this First Amendment and the performance by the Company of Original Note Agreement, as amended by this First Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any material indenture, mortgage, deed of trust, loan, purchase or credit agreement or lease or corporate charter or by-laws or any other material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any material order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (3) violate in any material respect any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary; and

(c)immediately before and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing.

2

SECTION 3.    CONDITIONS TO THE EFFECTIVENESS OF THIS FIRST AMENDMENT.

3.1.Upon satisfaction of each and every one of the following conditions, this First Amendment shall become effective:

(a)executed counterparts of this First Amendment, duly executed by the Company and the Required Holders, shall have been delivered to the Purchasers;

(b)the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and

(c)a copy of a duly executed amendment to the Bank Credit Agreement, which amends the Bank Credit Agreement in a manner substantially the same as set forth in Section 1.1 hereof.

SECTION 4.    MISCELLANEOUS.

4.1.The Company agrees that it shall pay the fees and expenses of Schiff Hardin LLP, special counsel to the Purchasers, in connection with negotiation, preparation, execution and delivery of, this First Amendment.

4.2.This First Amendment shall be construed in connection with and as part of the Original Note Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Original Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

4.3.Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Original Note Agreement without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

4.4.The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

4.5.This First Amendment shall be governed by and construed in accordance with the laws of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

[Signature Pages Follow]

3

The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

METTLER-TOLEDO INTERNATIONAL INC.

By /s/ Mary T. Finnegan Name: Mary T. Finnegan     Title: Treasurer

[Signature Page to First Amendment to Note Purchase Agreement (2015)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

METROPOLITAN LIFE INSURANCE COMPANY

METLIFE INSURANCE COMPANY USA

By: Metropolitan Life Insurance Company, its Investment Manager

OMI MLIC INVESTMENTS LIMITED

By: Metropolitan Life Insurance Company, its Investment Manager

By /s/ John Wills Name: John Wills     Title: Managing Director

[Signature Page to First Amendment to Note Purchase Agreement (2015)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC, its Investment Adviser

By /s/ John B. Wheeler Name: John B. Wheeler     Title: Managing Director

[Signature Page to First Amendment to Note Purchase Agreement (2015)]

EX-99.3

CONFORMED COPY                                        

METTLER-TOLEDO INTERNATIONAL INC.

________________

FIRST AMENDMENTDated as of April 29, 2015
toNOTE PURCHASE AGREEMENTDated as of June 27, 2014

_______________

Re:

$125,000,000 3.84% Series 2014-A Senior Notes, Tranche 1, due September 19, 2024

$125,000,000 4.24% Series 2014-A Senior Notes, Tranche 2, due June 25, 2025

1

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

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

RECITALS:

A.    WHEREAS, the Company and each of the Noteholders have heretofore entered into that certain Note Purchase Agreement dated as of June 27, 2014 (the “Original Note Agreement”);

B.    WHEREAS, the Company has heretofore issued $125,000,000 aggregate principal amount of its 3.84% Series 2014-A Senior Notes, Tranche 1, due September 19, 2024 (the “Tranche 1 Notes”) and, on June 25, 2015, the Company will issue $125,000,000 aggregate principal amount of its 4.24% Series 2014-A Senior Notes, Tranche 2, due June 25, 2025 (the “Tranche 2 Notes” and, together with the Tranche 1 Notes, collectively, the “Notes”) to certain of the Noteholders, in each case pursuant to the Original Note Agreement;

C.    WHEREAS, the Noteholders are the holders of 100% of the outstanding principal amount of the Tranche 1 Notes;

D.    WHEREAS, capitalized terms used herein shall have the respective meanings ascribed thereto in the Original Note Agreement unless herein defined or the context shall otherwise require; and

E.    WHEREAS, all requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

SECTION 1.AMENDMENTS.

1.1.    Section 8.7(h) of the Original Note Agreement shall be and is hereby amended and restated in its entirety as follows:

(h)“Change in Control” shall mean

(1)    any transaction or series of related transactions pursuant to which the Company shall cease to own directly or indirectly the Capital Stock of Subsidiaries which have 70% or more of the consolidated tangible assets of the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1 or 70% or more of the consolidated revenues of

the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1; or

(2)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, 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 Exchange Act, 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 the Company entitled to vote for members of the board of directors or equivalent governing body of the Company 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).

SECTION 2.REPRESENTATION AND WARRANTIES OF THE COMPANY.

2.1.To induce the Noteholders to execute and deliver this First Amendment, the Company represents and warrants to the Noteholders (which representations shall survive the execution and delivery of this First Amendment) that:

(a)this First Amendment has been duly authorized, executed and delivered by the Company and the Original Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(b)the execution and delivery of this First Amendment and the performance by the Company of Original Note Agreement, as amended by this First Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any material indenture, mortgage, deed of trust, loan, purchase or credit agreement or lease or corporate charter or by-laws or any other material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any material order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (3) violate in any material respect any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary; and

2

(c)immediately before and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing.

SECTION 3.    CONDITIONS TO THE EFFECTIVENESS OF THIS FIRST AMENDMENT.

3.1.Upon satisfaction of each and every one of the following conditions, this First Amendment shall become effective:

(a)executed counterparts of this First Amendment, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders;

(b)the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and

(c)a copy of a duly executed amendment to that certain Credit Agreement among the Company, certain of its subsidiaries, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and certain other financial institutions, dated as of December 20, 2011 (as amended on November 26, 2013) (the “2013 Credit Agreement”), which amends the 2013 Credit Agreement in a manner substantially the same as set forth in Section 1.1 hereof.

SECTION 4.    MISCELLANEOUS.

4.1.The Company agrees that it shall pay the fees and expenses of Schiff Hardin LLP, special counsel to the Noteholders, in connection with negotiation, preparation, execution and delivery of, this First Amendment.

4.2.This First Amendment shall be construed in connection with and as part of the Original Note Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Original Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

4.3.Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Original Note Agreement without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

4.4.The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

3

4.5.This First Amendment shall be governed by and construed in accordance with the laws of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

[Signature Pages Follow]

4

The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

METTLER-TOLEDO INTERNATIONAL INC.

By /s/ Mary T. Finnegan Name: Mary T. Finnegan     Title: Treasurer

[Signature Page to First Amendment to Note Purchase Agreement (2014)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

TEACHERS INSURANCE AND ANNUITY

   ASSOCIATION OF AMERICA

By /s/ Laura M. Parrott Name: Laura M. Parrott     Title: Senior Director

[Signature Page to First Amendment to Note Purchase Agreement (2014)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC    as Investment Advisor

By /s/ John B. Wheeler Name: John B. Wheeler     Title: Managing Director

MASSMUTUAL ASIA LIMITED

By: Babson Capital Management LLC    as Investment Advisor

By /s/ John B. Wheeler Name: John B. Wheeler     Title: Managing Director

BANNER LIFE INSURANCE COMPANY

By: Babson Capital Management LLC         as Investment Advisor

By /s/ John B. Wheeler Name: John B. Wheeler     Title: Managing Director

[Signature Page to First Amendment to Note Purchase Agreement (2014)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By: Cigna Investments, Inc. (authorized    agent)

By /s/ Leonard Mazlish Name: Leonard Mazlish     Title: Managing Director

CIGNA LIFE INSURANCE COMPANY OF NEW YORK

By: Cigna Investments, Inc. (authorized    agent)

By /s/ Leonard Mazlish Name: Leonard Mazlish     Title: Managing Director

LIFE INSURANCE COMPANY OF NORTH AMERICA

By: Cigna Investments, Inc. (authorized    agent)

By /s/ Leonard Mazlish Name: Leonard Mazlish     Title: Managing Director

[Signature Page to First Amendment to Note Purchase Agreement (2014)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

CIGNA HEALTH AND LIFE INSURANCE COMPANY

By: Cigna Investments, Inc. (authorized    agent)

By /s/ Leonard Mazlish Name: Leonard Mazlish     Title: Managing Director

HEALTH SPRING OF TENNESSEE, INC.

By: Cigna Investments, Inc. (authorized    agent)

By /s/ Leonard Mazlish Name: Leonard Mazlish     Title: Managing Director

[Signature Page to First Amendment to Note Purchase Agreement (2014)]

EX-99.4

CONFORMED COPY                                        

METTLER-TOLEDO INTERNATIONAL INC.

________________

FIRST AMENDMENTDated as of April 29, 2015
toNOTE PURCHASE AGREEMENTDated as of October 10, 2012

________________

Re:

$50,000,000 3.67% Series 2012-A Senior Notes due December 17, 2022

$50,000,000 4.10% Series 2013-A Senior Notes due September 19, 2023

1

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

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

RECITALS:

A.    WHEREAS, the Company and each of the Noteholders have heretofore entered into that certain Note Purchase Agreement dated as of October 10, 2012 (the “Original Note Agreement”) as supplemented by that certain First Supplement to Note Purchase Agreement dated as of July 29, 2013 (the “First Supplement”);

B.    WHEREAS, the Company has heretofore issued (i) $50,000,000 aggregate principal amount of its 3.67% Series 2012-A Senior Notes due December 17, 2022 (the “2012 Notes”) pursuant to the Original Note Agreement and (ii) $50,000,000 aggregate principal amount of its 4.10% Series 2013-A Senior Notes due September 19, 2023 (the “2013 Notes” and, together with the 2012 Notes, collectively, the “Notes”) pursuant to the Original Note Agreement and the First Supplement;

C.    WHEREAS, the Noteholders are the holders of 100% of the outstanding principal amount of the Notes;

D.    WHEREAS, capitalized terms used herein shall have the respective meanings ascribed thereto in the Original Note Agreement unless herein defined or the context shall otherwise require; and

E.    WHEREAS, all requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

SECTION 1.AMENDMENTS.

1.1.    Section 8.7(h) of the Original Note Agreement shall be and is hereby amended and restated in its entirety as follows:

(h)“Change in Control” shall mean

(1)    any transaction or series of related transactions pursuant to which the Company shall cease to own directly or indirectly the Capital Stock of Subsidiaries which have 70% or more of the consolidated tangible assets of the Company and

its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1 or 70% or more of the consolidated revenues of the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1; or

(2)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, 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 Exchange Act, 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 the Company entitled to vote for members of the board of directors or equivalent governing body of the Company 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).

SECTION 2.REPRESENTATION AND WARRANTIES OF THE COMPANY.

2.1.To induce the Noteholders to execute and deliver this First Amendment, the Company represents and warrants to the Noteholders (which representations shall survive the execution and delivery of this First Amendment) that:

(a)this First Amendment has been duly authorized, executed and delivered by the Company and the Original Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(b)the execution and delivery of this First Amendment and the performance by the Company of Original Note Agreement, as amended by this First Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any material indenture, mortgage, deed of trust, loan, purchase or credit agreement or lease or corporate charter or by-laws or any other material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any material order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (3) violate in any material respect any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary; and

2

(c)immediately before and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing.

SECTION 3.    CONDITIONS TO THE EFFECTIVENESS OF THIS FIRST AMENDMENT.

3.1.Upon satisfaction of each and every one of the following conditions, this First Amendment shall become effective:

(a)executed counterparts of this First Amendment, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders;

(b)the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and

(c)a copy of a duly executed amendment to that certain Credit Agreement among the Company, certain of its subsidiaries, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and certain other financial institutions, dated as of December 20, 2011 (as amended on November 26, 2013) (the “2013 Credit Agreement”), which amends the 2013 Credit Agreement in a manner substantially the same as set forth in Section 1.1 hereof.

SECTION 4.    MISCELLANEOUS.

4.1.The Company agrees that it shall pay the fees and expenses of Schiff Hardin LLP, special counsel to the Noteholders, in connection with negotiation, preparation, execution and delivery of, this First Amendment.

4.2.This First Amendment shall be construed in connection with and as part of the Original Note Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Original Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

4.3.Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Original Note Agreement without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

4.4.The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

4.5.This First Amendment shall be governed by and construed in accordance with the laws of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

3

The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

METTLER-TOLEDO INTERNATIONAL INC.

By /s/ Mary T. Finnegan Name: Mary T. Finnegan     Title: Treasurer

[Signature Page to First Amendment to Note Purchase Agreement (2012)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC    as Investment Advisor

By /s/ John B. Wheeler Name: John B. Wheeler     Title: Managing Director

C.M. LIFE INSURANCE COMPANY

By: Babson Capital Management LLC         as Investment Advisor

By /s/ John B. Wheeler Name: John B. Wheeler     Title: Managing Director

MASSMUTUAL ASIA LIMITED

By: Babson Capital Management LLC    as Investment Advisor

By /s/ John B. Wheeler Name: John B. Wheeler     Title: Managing Director

[Signature Page to First Amendment to Note Purchase Agreement (2012)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: Delaware Investment Advisers,         a series of Delaware Management     Business Trust, Attorney in Fact

By /s/ Frank LaTorraca Name: Frank LaTorraca     Title: Vice President

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By: Delaware Investment Advisers,         a series of Delaware Management     Business Trust, Attorney in Fact

By /s/ Frank LaTorraca Name: Frank LaTorraca     Title: Vice President

[Signature Page to First Amendment to Note Purchase Agreement (2012)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

ATHENE ANNUITY AND LIFE COMPANY (f/k/a/ Aviva Life Annuity Company)

By: Athene Asset Management, L.P., its investment adviser

By: AAM GP Ltd., its general partner

By /s/ Roger D. Fors

Name: Roger D. Fors     

Title: Senior Vice President, Fixed Income    

ROYAL NEIGHBORS OF AMERICA

By: Athene Asset Management, L.P., its investment adviser

By: AAM GP Ltd., its general partner

By /s/ Roger D. Fors

Name: Roger D. Fors     

Title: Senior Vice President, Fixed Income

[Signature Page to First Amendment to Note Purchase Agreement (2012)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

By /s/ Laura M. Parrott

Name: Laura M. Parrott     

Title: Senior Director

[Signature Page to First Amendment to Note Purchase Agreement (2012)]

EX-99.5

CONFORMED COPY                                        

METTLER-TOLEDO INTERNATIONAL INC.

________________

FIRST AMENDMENTDated as of April 29, 2015
toNOTE PURCHASE AGREEMENTDated as of June 25, 2009

________________

Re:

$100,000,000 6.30% Series 2009-A Senior Notes due June 25, 2015

1

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

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

RECITALS:

A.    WHEREAS, the Company and each of the Noteholders have heretofore entered into that certain Note Purchase Agreement dated as of June 25, 2009 (the “Original Note Agreement”);

B.    WHEREAS, the Company has heretofore issued $100,000,000 aggregate principal amount of its 6.30% Series 2009-A Senior Notes due June 25, 2015 (the “Notes”) pursuant to the Original Note Agreement;

C.    WHEREAS, the Noteholders are the holders of 100% of the outstanding principal amount of the Notes;

D.    WHEREAS, capitalized terms used herein shall have the respective meanings ascribed thereto in the Original Note Agreement unless herein defined or the context shall otherwise require; and

E.    WHEREAS, all requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

SECTION 1.AMENDMENTS.

1.1.    Section 8.7(h) of the Original Note Agreement shall be and is hereby amended and restated in its entirety as follows:

(h)“Change in Control” shall mean

(1)    any transaction or series of related transactions pursuant to which the Company shall cease to own directly or indirectly the Capital Stock of Subsidiaries which have 70% or more of the consolidated tangible assets of the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1 or 70% or more of the consolidated revenues of the Company and its Subsidiaries as set forth in the most recent financial statements delivered by the Company pursuant to Section 7.1; or

(2)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, 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 Exchange Act, 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 the Company entitled to vote for members of the board of directors or equivalent governing body of the Company 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).

SECTION 2.REPRESENTATION AND WARRANTIES OF THE COMPANY.

2.1.To induce the Noteholders to execute and deliver this First Amendment, the Company represents and warrants to the Noteholders (which representations shall survive the execution and delivery of this First Amendment) that:

(a)this First Amendment has been duly authorized, executed and delivered by the Company and the Original Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(b)the execution and delivery of this First Amendment and the performance by the Company of Original Note Agreement, as amended by this First Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any material indenture, mortgage, deed of trust, loan, purchase or credit agreement or lease or corporate charter or by-laws or any other material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any material order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (3) violate in any material respect any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary; and

(c)immediately before and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing.

2

SECTION 3.    CONDITIONS TO THE EFFECTIVENESS OF THIS FIRST AMENDMENT.

3.1.Upon satisfaction of each and every one of the following conditions, this First Amendment shall become effective:

(a)executed counterparts of this First Amendment, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders;

(b)the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and

(c)a copy of a duly executed amendment to that certain Credit Agreement among the Company, certain of its subsidiaries, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and certain other financial institutions, dated as of December 20, 2011 (as amended on November 26, 2013) (the “2013 Credit Agreement”), which amends the 2013 Credit Agreement in a manner substantially the same as set forth in Section 1.1 hereof.

SECTION 4.    MISCELLANEOUS.

4.1.The Company agrees that it shall pay the fees and expenses of Schiff Hardin LLP, special counsel to the Noteholders, in connection with negotiation, preparation, execution and delivery of, this First Amendment.

4.2.This First Amendment shall be construed in connection with and as part of the Original Note Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Original Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

4.3.Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Original Note Agreement without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

4.4.The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

4.5.This First Amendment shall be governed by and construed in accordance with the laws of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

[Signature Pages Follow]

3

The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

METTLER-TOLEDO INTERNATIONAL INC.

By /s/ Mary T. Finnegan Name: Mary T. Finnegan     Title: Treasurer

[Signature Page to First Amendment to Note Purchase Agreement (2009)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By:    CIGNA Investments, Inc.         (authorized agent)

By /s/ Leonard Mazlish Name: Leonard Mazlish     Title: Managing Director

[Signature Page to First Amendment to Note Purchase Agreement (2009)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: Delaware Investment Advisers,         a series of Delaware Management     Business Trust, Attorney in Fact

By /s/ Frank LaTorraca Name: Frank LaTorraca     Title: Vice President

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By: Delaware Investment Advisers,         a series of Delaware Management     Business Trust, Attorney in Fact

By /s/ Frank LaTorraca Name: Frank LaTorraca     Title: Vice President

[Signature Page to First Amendment to Note Purchase Agreement (2009)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

C.M. LIFE INSURANCE COMPANY

By: Babson Capital Management LLC         as Investment Advisor

By /s/ John B. Wheeler Name: John B. Wheeler     Title: Managing Director

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC    as Investment Advisor

By /s/ John B. Wheeler Name: John B. Wheeler     Title: Managing Director

MASSMUTUAL ASIA LIMITED

By: Babson Capital Management LLC    as Investment Advisor

By /s/ John B. Wheeler Name: John B. Wheeler     Title: Managing Director

[Signature Page to First Amendment to Note Purchase Agreement (2009)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

ATHENE ANNUITY AND LIFE COMPANY (f/k/a/ Aviva Life Annuity Company and successor in interest to America Investors Life Insurance Company)

By: Athene Asset Management, L.P., its investment adviser

By: AAM GP Ltd., its general partner

By /s/ Roger D. Fors

Name: Roger D. Fors     

Title: Senior Vice President, Fixed Income    

[Signature Page to First Amendment to Note Purchase Agreement (2009)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

BANKERS LIFE AND CASUALTY COMPANY

WASHINGTON NATIONAL INSURANCE COMPANY

COLONIAL PENN LIFE INSURANCE COMPANY

By: 40/86 Advisors, Inc. acting as     Investment Advisor

By /s/ Jesse E. Horsfall

Name: Jesse E. Horsfall     

Title: SVP

[Signature Page to First Amendment to Note Purchase Agreement (2009)]

This First Amendment is hereby accepted
and agreed to as of the date thereof.

CONESCO LIFE INSURANCE COMPANY (WILTON-MINNOW)

By: Guggenheim Partners Investment Management, LLC, as Advisor

By /s/ William R. Hanger

Name: William R. Hanger     

Title: Attorney-in-Fact

[Signature Page to First Amendment to Note Purchase Agreement (2009)]