EXECUTION COPY IDEXX LABORATORIES, INC. $50,000,000 3.32% Series A Senior Notes due

IDEXX LABORATORIES, INC.

$50,000,000 3.32% Series A Senior Notes due July 21, 2021

$75,000,000 3.76% Series B Senior Notes due July 21, 2024

88,857,295.18 1.785% Series C Senior Notes due June 18, 2025

$75,000,000 (or the Foreign Currency Equivalent thereof) Private Shelf Facility

AMENDED AND RESTATED MULTI-CURRENCY NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

Dated June 18, 2015

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

I NFORMATION S CHEDULE A UTHORIZED O FFICERS S CHEDULE A I NFORMATION R ELATING TO S ERIES A P URCHASERS AND S ERIES B P URCHASERS S CHEDULE B D EFINED T ERMS S CHEDULE 5.6 D ISCLOSED M ATTERS S CHEDULE 5.10( b) ERISA S CHEDULE 5.12 S UBSIDIARIES S CHEDULE 10.1 E XISTING I NDEBTEDNESS S CHEDULE 10.2 E XISTING L IENS E XHIBIT 1-A F ORM OF 3.32% S ERIES A S ENIOR N OTE DUE J ULY 21, 2021 E XHIBIT 1-B F ORM OF 3.76% S ERIES B S ENIOR N OTE DUE J ULY 21, 2024 E XHIBIT 1-C F ORM OF 1.785% S ERIES C S ENIOR N OTE DUE J UNE 18, 2025 E XHIBIT 1-D F ORM OF S HELF N OTE E XHIBIT 2(c) F ORM OF R EQUEST FOR P URCHASE E XHIBIT 2(e) F ORM OF C ONFIRMATION OF A CCEPTANCE E XHIBIT 4.4(A) F ORM OF O PINION OF S PECIAL C OUNSEL FOR THE C OMPANY E XHIBIT 4.4(B) F ORM OF O PINION OF S PECIAL C OUNSEL FOR THE P URCHASERS E XHIBIT 4.11 F ORM OF S UBSIDIARY G UARANTEE A GREEMENT IDEXX LABORATORIES, INC.

One IDEXX Drive

Westbrook, Maine 04092

$50,000,000 3.32% Series A Senior Notes due July 21, 2021

$75,000,000 3.76% Series B Senior Notes due July 21, 2024

88,857,295.18 1.785% Series C Senior Notes due June 18, 2025

$75,000,000 (or the Foreign Currency Equivalent thereof) Private Shelf Facility

To Each of the Purchasers of Series A Notes Listed in

Schedule A Hereto (each a Series A Purchaser )

To Each of the Purchasers of Series B Notes Listed in

Schedule A Hereto (each a Series B Purchaser )

To Each of the Purchasers of Series C Notes Listed in

Schedule A Hereto (each a Series C Purchaser )

TO P RUDENTIAL I NVESTMENT M ANAGEMENT , I NC . ( P RUDENTIAL )

T O EACH OTHER PRUDENTIAL AFFILIATE WHICH BECOMES

BOUND BY THIS AGREEMENT AS HEREINAFTER

PROVIDED ( TOGETHER WITH THE S ERIES A PURCHASERS , THE

S ERIES B P URCHASERS AND THE S ERIES C P URCHASERS , EACH ,

A P URCHASER AND COLLECTIVELY , THE P URCHASERS ):

Ladies and Gentlemen:

IDEXX Laboratories, Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.3, the Company ), agrees with Prudential and each of the Purchasers as follows:

Section 1.1. Background . The Company, Prudential, the Series A Purchasers and the Series B Purchasers are parties to that certain Note Purchase and Private Shelf Agreement (the Original Shelf Agreement ), dated July 21, 2014 (the Original Closing Date ), pursuant to which the Company issued (i) $50,000,000 aggregate principal amount of its 3.32% Series A Senior Notes due July 21, 2021 (such outstanding notes, as amended, restated, supplemented or otherwise modified and as in effect from time to time and including any such notes issued in substitution or exchange therefor pursuant to Section 13, the Series A Notes ), and (ii) $75,000,000 aggregate principal amount of its 3.76% Series B Senior Notes due July 21, 2024 (such outstanding notes, as amended, restated, supplemented or otherwise modified and as in effect from time to time and including any such notes issued in substitution or exchange therefor pursuant to Section 13, the Series B Notes ). Any Series A Notes issued after the

Restatement Date in substitution for any outstanding Series A Notes shall be substantially in the form set out in Exhibit 1-A , and any Series B Notes issued after the Restatement Date in substitution for any outstanding Series B Notes shall be substantially in the form set out in Exhibit 1-B . Effective upon the Restatement Date and at all times thereafter, references to the Note Purchase Agreement in the Series A Notes and Series B Notes issued and outstanding on the Restatement Date shall be references to this Agreement.

Section 1.2. Amendment and Restatement of Original Shelf Agreement .

(a) Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Agreement, the parties, by their execution of this Agreement, hereby agree and consent to the amendment and restatement in its entirety of the Original Shelf Agreement by this Agreement, and upon the satisfaction of such conditions precedent, the Original Shelf Agreement shall be deemed so amended and restated.

(b) Accordingly, effective upon the Restatement Date, this Agreement shall, and hereby does, amend, restate and replace in its entirety the Original Shelf Agreement which, as so amended and restated by this Agreement, continues in full force and effect without rescission or novation thereof. The parties hereto hereby acknowledge and agree that the amendments to the Original Shelf Agreement set forth herein could have been effected through an agreement or instrument amending the Original Shelf Agreement and, for convenience, the parties hereto have agreed to restate the terms and provisions of the Original Shelf Agreement, as amended hereby, pursuant to this Agreement.

Section 1.3. Authorization of Issue of Series C Notes . The Company will authorize the issue and sale of 88,857,295.18 aggregate principal amount of its 1.785% Series C Senior Notes due June 18, 2025 (the Series C Notes , such term to include any such notes issued in substitution or exchange therefor or replacement thereof pursuant to Section 13). The Series C Notes shall be substantially in the form set out in Exhibit 1-C .

Section 1.4. Authorization of Issue of Shelf Notes . The Company will authorize the issue of its additional senior promissory notes (the Shelf Notes , such term to include any such notes issued in substitution or exchange therefor or replacement thereof pursuant to Section 13) in the aggregate principal amount of up to $75,000,000 (including the equivalent in the Available Currencies), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 12 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Note delivered pursuant to Section 2.2(e), to be substantially in the form of Exhibit 1-D attached hereto. The terms Note and Notes as used herein shall include each Series A Note, each Series B Note, each Series C Note and each Shelf Note delivered pursuant to any provision of this Agreement. Notes which have (i) the same final maturity, (ii) the same principal prepayment dates, (iii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, (v) the same interest payment periods, (vi) the same currency specification and (vii) the same date of issuance (which, in the

case of a Note issued in substitution, exchange or replacement for another Note, shall be deemed for these purposes the date on which such Note s ultimate predecessor Note was issued), are herein called a Series of Notes.

Section 1.5. Capitalized Terms, Etc. Certain capitalized and other terms used in this Agreement are defined in Schedule B ; and references to a Schedule or an Exhibit are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Section 2.1. Sale and Purchase of Series C Notes . Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Series C Purchaser and each such Series C Purchaser will purchase from the Company, at the Closing provided for in Section 3.1(b), Series C Notes in the principal amount specified opposite such Series C Purchaser s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

Section 2.2. Sale and Purchase of Shelf Notes .

(a) Facility . Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the Facility . At any time, the aggregate principal amount of Shelf Notes stated in Section 1.2, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the Available Facility Amount at such time. For purposes of the preceding sentence, all aggregate principal amounts of Shelf Notes and Accepted Notes shall be calculated in Dollars; with respect to any Shelf Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of such Shelf Notes or Accepted Notes shall be used for such calculation. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE .

(b) Issuance Period . Shelf Notes may be issued and sold pursuant to this Agreement until the earlier of (i) the third anniversary of the Restatement Date (or if such anniversary date is not a Business Day, the Business Day next preceding such anniversary), (ii) the thirtieth day after Prudential shall have given to the Company, or the Company shall have

given to Prudential, a written notice stating that it elects to terminate the issuance and sale of Shelf Notes pursuant to this Agreement (or if such thirtieth day is not a Business Day, the Business Day next preceding such thirtieth day), (iii) the last Closing Day after which there is no Available Facility Amount, (iv) the termination of the Facility under Section 12 of this Agreement and (v) the acceleration of any Note under Section 12 of this Agreement. The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the Issuance Period .

(c) Request for Purchase . The Company may from time to time during the Issuance Period make requests for purchases of Shelf Notes (each such request being herein called a Request for Purchase ). Each Request for Purchase shall be made to Prudential by telecopier or overnight delivery service, and shall (i) specify the currency (which shall be an Available Currency) of the Shelf Notes covered thereby, (ii) specify the aggregate principal amount of Shelf Notes covered thereby, which shall not be less than $10,000,000 (or its equivalent in another Available Currency) and not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Shelf Notes covered thereby, (iv) specify the use of proceeds of such Shelf Notes, (v) specify the proposed day for the closing of the purchase and sale of such Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than 25 days after the making of such Request for Purchase, (vi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Shelf Notes are to be transferred on the Closing Day for such purchase and sale, (vii) certify that the representations and warranties contained in Section 5 are true on and as of the date of such Request for Purchase and that there exists on the date of such Request for Purchase no Event of Default or Default, and (viii) be substantially in the form of Exhibit 2(c) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

(d) Rate Quotes . Not later than five Business Days after the Company shall have given Prudential a Request for Purchase pursuant to Section 2.2(c), Prudential may, but shall be under no obligation to, provide to the Company by telephone or telecopier, in each case between 9:30 A.M. and 1:30 P.M. New York City local time (or such later time as Prudential may elect) interest rate quotes for the several currencies, principal amounts, maturities, principal prepayment schedules, and interest payment periods of Shelf Notes specified in such Request for Purchase (each such interest rate quote provided in response to a Request for Purchase herein called a Quotation ). Each Quotation shall represent the interest rate per annum payable on the outstanding principal balance of such Shelf Notes at which a Prudential Affiliate would be willing to purchase such Shelf Notes at 100% of the principal amount thereof.

(e) Acceptance . Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2.2(f), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such Quotation, specifying the Shelf Notes (each such Shelf Note being herein

called an Accepted Note and such acceptance being herein called an Acceptance ). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the Acceptance Day for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2.2(f) and the other terms and conditions hereof, the Company agrees to sell to a Prudential Affiliate, and Prudential agrees to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are denominated. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit 2(e) attached hereto (herein called a Confirmation of Acceptance ). If the Company should fail to execute and return to Prudential within three Business Days following the Company s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to Prudential s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

(f) Market Disruption . Notwithstanding the provisions of Section 2.2(e), any Quotation provided pursuant to Section 2.2(d) shall expire if prior to the time an Acceptance with respect to such Quotation shall have been notified to Prudential in accordance with Section 2.2(e): (i) in the case of any Shelf Notes to be denominated in Dollars, the domestic market for U.S. Treasury securities or derivatives shall have closed or there shall have occurred a general suspension, material limitation, or significant disruption of trading in securities generally on the New York Stock Exchange or in the domestic market for U.S. Treasury securities or derivatives, or (ii) in the case of Shelf Notes to be denominated in a currency other than Dollars, the markets for the relevant government securities (which in the case of the Euro, shall be the German Bund) or the Euro Mid-Swap or the spot and forward currency market, the financial futures market or the interest rate swap market shall have closed or there shall have occurred a general suspension, material limitation, or significant disruption of trading. No purchase or sale of Shelf Notes hereunder shall be made based on such expired Quotation. If the Company thereafter notifies Prudential of the Acceptance of any such Quotation, such Acceptance shall be ineffective for all purposes of this Agreement, and Prudential shall promptly notify the Company that the provisions of this Section 2.2(f) are applicable with respect to such Acceptance.

(i) Issuance Fee. The Company will pay to each Purchaser of Shelf Notes in immediately available funds a fee (herein called the Issuance Fee ) on each Closing Day occurring 90 days or more after the Series C Closing Day in an amount equal to 0.125% (or such lesser fee as agreed upon between the Company and each Purchaser) of the Dollar Equivalent of the aggregate principal amount of Notes sold to such Purchaser on such Closing Day. Such fee shall be payable in Dollars.

(ii) Delayed Delivery Fee . If the closing of the purchase and sale of any Accepted Note is delayed for any reason beyond the original Closing Day for such Accepted Note, the Company will pay to each Purchaser which shall have agreed to

purchase such Accepted Note on the Cancellation Date or actual closing date of such purchase and sale, an amount (herein called the Delayed Delivery Fee ) equal to:

(A) in the case of an Accepted Note denominated in Dollars, the product of (1) the amount determined by Prudential to be the amount by which the bond equivalent yield per annum of such Accepted Note exceeds the investment rate per annum on an alternative Dollar investment of the highest quality selected by Prudential and having a maturity date or dates the same as, or closest to, the Rescheduled Closing Day from time to time fixed for the delayed delivery of such Accepted Note, (2) the principal amount of such Accepted Note, and (3) a fraction the numerator of which is equal to the number of actual days elapsed from and including the original Closing Day for such Accepted Note to but excluding the date of such payment, and the denominator of which is 360; and

(B) in the case of an Accepted Note denominated in a currency other than Dollars, the sum of (1) the product of (x) the amount by which the bond equivalent yield per annum of such Accepted Note exceeds the arithmetic average of the Overnight Interest Rates on each day from and including the original Closing Day for such Accepted Note, (y) the principal amount of such Accepted Note, and (z) a fraction the numerator of which is equal to the number of actual days elapsed from and including the original Closing Day for such Accepted Note to but excluding the date of such payment, and the denominator of which is 360 (in case of any Accepted Note denominated in Euro) or 365 (in the case of any Accepted Note denominated in British Pounds) and (2) the costs and expenses (if any) incurred by such Purchaser or its affiliates with respect to any interest rate, currency exchange or similar agreement entered into by the Purchaser or any such affiliate in connection with the delayed closing of such Accepted Notes.

In no case shall the Delayed Delivery Fee be less than zero. The Delayed Delivery Fee described in clause (B) above shall be paid in the currency in which the Accepted Notes are denominated. Nothing contained herein shall obligate any Purchaser to purchase any Accepted Note on any day other than the Closing Day for such Accepted Note, as the same may be rescheduled from time to time in compliance with Section 3.3. If all conditions to Closing set forth in Section 4 hereof have been satisfied on the original Closing Day for any Accepted Notes (other than (x) Section 4.4(b) unless the Company or any Subsidiary Guarantor shall have failed to comply with any reasonable request of the Purchasers or their special counsel to provide information necessary for the Purchasers special counsel to deliver the opinion required by such clause (b), (y) Section 4.5 unless the Company shall have failed to comply with the request of any Purchaser pursuant to the last sentence of such Section and/or (z) Section 4.6 where failure to sell results from another Purchaser refusing to purchase or being unable to purchase for any reason specified in Section 4.5 unless the Company shall have failed to comply with the request of any Purchaser pursuant to the last sentence of such Section 4.5) and a Purchaser fails to purchase such Accepted Notes, the Company shall have no obligation to pay the Delayed Delivery Fee with respect to such Accepted Notes.

(iii) Cancellation Fee . If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.2(e) or the penultimate sentence of Section 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the Cancellation Date ), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the Cancellation Fee ) equal to:

(A) in the case of an Accepted Note denominated in Dollars, the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported on the Bridge\Telerate Service, or if such information ceases to be available on the Bridge\Telerate Service, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; plus

(B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency, including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133, provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) hedges and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be determined by Prudential or its affiliate in accordance with generally accepted financial practice.

In no case shall the Cancellation Fee be less than zero.

3. CLOSING. Section 3.1. Restatement Closing; Series C Closing.

(a) Restatement Closing . The closing of the amendment and restatement of the Original Shelf Agreement as contemplated by this Agreement (the Restatement Closing ) shall occur at the offices of Morgan, Lewis & Bockius LLP, One State Street, Hartford, Connecticut 06103, and shall become effective as of June 18, 2015 (the Restatement Date ) upon the fulfillment of the conditions specified with respect to the Restatement Closing in Section 4 to the satisfaction of Prudential and each Purchaser.

(b) Series C Closing . The sale and purchase of the Series C Notes to be purchased by each Series C Purchaser shall occur at the offices of Morgan, Lewis & Bockius LLP, One State Street, Hartford, Connecticut 06103, at 10:00 A.M., New York City local time, at a closing (the Series C Closing ) on the Restatement Date. At the Series C Closing the Company will deliver (i) to each Series C Purchaser the Series C Notes to be purchased by such Purchaser in the form of a single Series C Note (or such greater number of Series C Notes in denominations of at least 100,000 as such Purchaser may request) dated the date of the Series C Closing and registered in such Purchaser s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to the account or accounts specified in writing to Prudential two Business Days prior to the Series C Closing. If at the Series C Closing the Company shall fail to tender such Series C Notes to any Series C Purchaser as provided above in this Section 3.1, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser s reasonable satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement in its capacity as a Series C Purchaser, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment. The Series C Closing and each Shelf Closing are hereafter sometimes each referred to as a Closing .

Section 3.2. Facility Closings . Not later than 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group, 1114 Avenue of the Americas, 30th Floor, New York, NY 10036, Attention: Law Department or at such other place pursuant to the directions of Prudential, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company s account specified in the Request for Purchase of such Notes.

Section 3.3. Rescheduled Facility Closings. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in Section 3.2, or any of the conditions specified

in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 P.M., New York City local time, on such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the Rescheduled Closing Day )) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2.2(g)(ii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

The effectiveness of the Restatement Closing is subject to the fulfillment of the following conditions to the satisfaction of Prudential and each Purchaser, and each Purchaser s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing for such Notes is subject to the fulfillment to such Purchaser s satisfaction, prior to or at such Closing, of the following conditions:

Section 4.1. Representations and Warranties.

The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the applicable Closing (except to the extent of changes caused by the transactions herein contemplated and except as updated pursuant to Section 5).

Section 4.2. Performance; No Default.

The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing, and before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 9.8), no Default or Event of Default shall have occurred and be continuing and no Change in Control shall have occurred.

Section 4.3. Compliance Certificates.

(a) Officer s Certificate . The Company shall have delivered to such Purchaser an Officer s Certificate, dated the date of such Closing, certifying that (i) the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled, (ii) with respect to the

Series C Closing only, the execution, delivery and performance of this Agreement are permitted under each Material Credit Facility, and (iii) and the issuance of the Notes hereunder in connection with such Closing are permitted under each Material Credit Facility.

(b) Secretary s or Director s Certificate . Each of the Company and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary or a Director or other appropriate person, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement (in the case of the Company) and the Subsidiary Guarantee Agreement (in the case of such Subsidiary Guarantor), and (ii) its respective organizational documents as then in effect, certified by the Secretary of State in the applicable jurisdiction.