Execution Version IDEXX LABORATORIES, INC. $75,000,000 3.25% Series A Senior Notes due

Execution Version

IDEXX LABORATORIES, INC.

$75,000,000 3.25% Series A Senior Notes due February 12, 2022

$75,000,000 3.72% Series B Senior Notes due February 12, 2027

$50,000,000 (or Foreign Currency Equivalent) Private Shelf Facility

MULTICURRENCY NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

Dated December 19, 2014

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

INFORMATION SCHEDULE AUTHORIZED OFFICERS

IDEXX LABORATORIES, INC.

One IDEXX Drive

Westbrook, Maine 04092

$75,000,000 3.25% Series A Senior Notes due February 12, 2022

$75,000,000 3.72% Series B Senior Notes due February 12, 2027

$50,000,000 Private Shelf Facility

December 19, 2014

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 Metropolitan Life Insurance Company

Morristown, NJ 07962 ( MetLife )

To each other MetLife Affiliate which becomes

bound by this agreement as hereinafter provided

(together with the Series A Purchasers and the

Series B Purchasers and MetLife,

each, a Purchaser and collectively, the Purchasers ):

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 MetLife and each of the Purchasers as follows:

1. AUTHORIZATION OF NOTES.

Section 1.1. Authorization of Issue of Series A Notes and Series B Notes . The Company will authorize the issue and sale of (i) $75,000,000 aggregate principal amount of its 3.25% Series A Senior Notes due February 12, 2022 (the Series A Notes , such term to include any such notes issued in substitution or exchange therefor or replacement thereof pursuant to Section 13), and (ii) $75,000,000 aggregate principal amount of its 3.72% Series B Senior Notes due February 12, 2027 (the Series B Notes , such term to include any such notes issued in substitution or exchange therefor or replacement thereof pursuant to Section 13). The Series A Notes shall be substantially in the form set out in Exhibit 1-A and the Series B Notes shall be substantially in the form set out in Exhibit 1-B . 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 1.2. 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 $50,000,000 (or its equivalent in the Accepted Currencies), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 15 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 15 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-C attached hereto. The terms Note and Notes as used herein shall include each Series A Note, each Series B 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.

2. SALE AND PURCHASE OF NOTES.

Section 2.1. Sale and Purchase of Series A Notes and Series B Notes . Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Series A Purchaser and each such Series A Purchaser will purchase from the Company, at the Closing provided for in Section 3.1, Series A Notes in the principal amount specified opposite such Series A Purchaser s name in Schedule A at the purchase price of 100% of the principal amount thereof. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Series B Purchaser and each such Series B Purchaser will purchase from the Company, at the Closing provided for in Section 3.1, Series B Notes in the principal amount specified opposite such Series B 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 . MetLife is willing to consider, in its sole discretion and within limits which may be authorized for purchase by MetLife or MetLife Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of MetLife 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 Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated, or Accepted Notes to be denominated, in any Accepted Currency other than Dollars, the U.S. Dollar Equivalent of such Notes or Accepted Notes shall be used for such calculation. NOTWITHSTANDING THE WILLINGNESS OF METLIFE TO CONSIDER PURCHASES OF SHELF NOTES BY METLIFE OR METLIFE AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER METLIFE NOR ANY METLIFE 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 METLIFE OR ANY METLIFE 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 date of this Agreement (or if such anniversary date is not a Business Day, the Business Day next preceding such anniversary), (ii) the thirtieth day after MetLife shall have given to the Company, or the Company shall have given to MetLife, 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 MetLife by telecopier or overnight delivery service, and shall (i) specify the currency (which shall be an Accepted Currency of the Shelf Notes to be issued pursuant thereto, (ii) specify in Dollars the aggregate principal amount of Notes (or the Dollar Equivalent of Notes to be denominated in Sterling or Euros) covered thereby, which shall not be less than $10,000,000 and not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) 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, (iii) specify the use of proceeds of such Shelf Notes, (iv) 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, (v) 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, (vi) 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 (vii) 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 MetLife.

(d) Rate Quotes . Not later than five Business Days after the Company shall have given MetLife a Request for Purchase pursuant to Section 2.2(c), MetLife 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 MetLife may elect) interest rate spreads (expressed in basis points) for the several currencies, principal amounts (or the approximate Sterling Equivalent or Euro Equivalent in the case of Notes to be denominated in Sterling or Euros, as the case may be, as estimated by MetLife pursuant to the last sentence of this Section 2.4), 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 spread (expressed in basis points) at which MetLife or a MetLife Affiliate would be willing to purchase such Notes at 100% of the principal amount thereof over the yield to maturity (i) in the case of Notes to be denominated in Dollars, on the on the run U.S. treasury security with a maturity corresponding to the average life of such Notes or in the absence of a single such U.S. treasury security, over the linearly interpolated yield to maturity on two such U.S. treasury securities with maturities on either side of the average life of such Notes (such single U.S. treasury security or two such U.S. Treasury securities being herein referred to as the Designated Treasuries ), (ii) in the case of Notes to be denominated in Sterling, on the on the run U.K. gilt-edged security with a maturity corresponding to the average life of such Notes or in the absence of a single such gilt-edged security, over the linearly interpolated yield to maturity on two U.K. gilt-edged securities with maturities on either side of the average life of such Notes (such single gilt-edged security or two gilt-edged securities being herein referred to as the Designated Gilt(s) ) and (iii) in the case of Notes to be denominated in Euros, on the on the run benchmark German Bund with a maturity corresponding to the average life of such Notes or in the absence of a single such benchmark German Bund, over the linearly interpolated yield to maturity on two benchmark German Bund with maturities on either side of the average life of such Notes (such single German Bund or two German Bunds being herein referred to as the Designated Euro Securities ). In the event that a Request for Purchase shall include a request for Notes denominated in Sterling or Euros, the Quotation shall also specify the Designated Gilt(s) or Designated Euro Securities, as the case may be, the proposed Closing Day and the rate of exchange used by MetLife in calculating the approximate Sterling Equivalent or Euro Equivalent of the requested principal amount of such Note (it being understood that the final Sterling Equivalent or Euro Equivalent, as the case may be, of such requested principal amount shall be determined by MetLife at the time the Company accepts the relevant Quotation pursuant to Section 2.2(e)).

(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 MetLife by telephone or telecopier within the Acceptance Window (but not earlier than 10:00 A.M. or later than 1:00 P.M., New York City local time) 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 MetLife of an Acceptance with respect to any Accepted Notes is herein called the Acceptance Day for such Accepted Notes. The interest rate on each Accepted Note shall be calculated by MetLife at the time of Acceptance as the sum of (i) the yield to

maturity or the yield or linearly interpolated yield, as the case may be, on the Designated Treasuries, Designated Gilt(s) or the Designated Euro Securities, as the case may be, with a maturity corresponding to the average life of the Accepted Note plus (ii) the spread specified in the relevant Quotation. Any Quotation as to which MetLife 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 MetLife or a MetLife Affiliate, and MetLife agrees to purchase or cause the purchase by MetLife Affiliate of, the Accepted Notes as to which Quotations shall have been provided to the Company for purchases by MetLife or MetLife Affiliates at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, MetLife and each MetLife 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 MetLife within three Business Days following the Company s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, MetLife may at its election at any time prior to MetLife 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 MetLife in accordance with Section 2.2(e), 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 (i) in securities generally on the New York Stock Exchange or (ii) in the domestic market for U.S. Treasury securities or derivatives (in the case of Shelf Notes to be denominated in Dollars), U.K. gilt-edged securities (in the case of Shelf Notes to be denominated in Sterling), German Bunds (in the case of Shelf Notes to be denominated in Euros), or other financial instruments or (iii) in the case of Shelf Notes to be denominated in a currency other than in Dollars, in the forward currency market, the financial futures market or the interest rate swap market, then such Quotations shall expire, and no purchase or sale of Notes hereunder shall be made based on such expired Quotation. If the Company thereafter notifies MetLife of the Acceptance of any such Quotation, such Acceptance shall be ineffective for all purposes of this Agreement, and MetLife 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 in immediately available funds a fee (herein called the Issuance Fee ) on each Closing Day occurring 90 days or more after the Series A/B Closing Day in an amount equal to 0.125% (or such lesser fee as agreed upon between the Company and each Purchaser) of the aggregate principal amount of Notes sold to such Purchaser on such Closing Day.

(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:

(A) in the case of an Accepted Note denominated in Dollars, on the Cancellation Date or actual closing date of such purchase and sale, an amount (herein called the Dollar Delayed Delivery Fee ) equal to the product of (1) the amount determined by MetLife 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 MetLife 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 and the denominator of which is 360 days; and

(B) in the case of an Accepted Note denominated in Sterling or Euros, on the Cancellation Date or actual closing date of such purchase and sale, an amount (herein called the Non-Dollar Delayed Delivery Fee ) equal to the sum of (x) an amount equal to the product of (i) the difference between the Rate of Interest on the Accepted Note and the Overnight Investment Rate on funds deposited on each day from and including the original Closing Day for such Accepted Note, (ii) the aggregate principal amount of such Accepted Note and (iii) 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 the case of Accepted Notes denominated in Euros and 365 in the case of Accepted Notes denominated in Sterling plus (y) any cost or expenses (if any) incurred by the Purchaser or any of its affiliates with respect to any interest rate and/or currency exchange agreement entered into by the Purchaser or such affiliate in connection with a delayed closing in relation to the Accepted Notes and upon request the Purchaser shall provide such Issuer with a certificate setting out the manner of calculation and the amount set out in such certificate shall be conclusive, save in the case of manifest error.

In no case shall a 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 MetLife or the Purchaser obligated to purchase any Accepted Note in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if MetLife or the Purchaser obligated to purchase any Accepted Note 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 any Accepted Note denominated in Sterling or Euros is not consummated on or prior to the day which is 20 Business Days after the Acceptance Day, or if the closing of the purchase and sale of any 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, or such twentieth Business Day after the Acceptance Day, 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 MetLife) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by MetLife) 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 MetLife, and rounded to the second decimal place; and

(B) in the case of an Accepted Note denominated in Sterling or Euros, the aggregate of all costs and expenses (if any) incurred by such Purchaser or its affiliate with respect to any interest rate and/or currency exchange agreement entered into by the Purchaser or such affiliate and all unwinding costs incurred by such Purchaser or its affiliate on positions

executed by or on behalf of it or such affiliate, in each case in contemplation of the Closing, in connection with fixing the coupon and the principal of the Accepted Note, provided, however, that any gain realized upon either unwinding interest rate hedging arrangements or currency swaps shall be offset against any unwinding costs incurred in either instance. Such positions include currency and interest rate swaps, futures, forwards, any government bond hedges and currency exchange contracts which are subject to substantial price volatility. Such costs may also include losses (if any) incurred by such Purchaser or its affiliate as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be determined by such Purchaser in accordance with generally accepted financial practice in the sole discretion of such Purchaser and upon request the Purchaser shall provide the Company with a certificate setting out the manner of calculation and the amount set out in such certificate shall be conclusive, save in the case of manifest error.

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

Section 3.1. Series A/B Closing . The sale and purchase of the Series A Notes to be purchased by each Series A Purchaser and the Series B Notes to be purchased by each Series B Purchaser shall occur at the offices of Bingham McCutchen LLP, One State Street, Hartford, Connecticut 06103, at 10:00 A.M., New York City local time, at a closing (the Series A/B Closing ) on February 12, 2015 or on such other Business Day thereafter as may be agreed upon by the Company, the Series A Purchasers and the Series B Purchasers (the day of the Series A/B Closing hereinafter referred to as the Series A/B Closing Day ). At the Series A/B Closing the Company will deliver (i) to each Series A Purchaser the Series A Notes to be purchased by such Purchaser in the form of a single Series A Note (or such greater number of Series A Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Series A/B 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 and (ii) to each Series B Purchaser the Series B Notes to be purchased by such Purchaser in the form of a single Series B Note (or such greater number of Series B Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Series A/B 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, in each case by wire transfer of immediately available funds for the account of the Company to account number 458001259428 at Bank of America, N.A., 100 Middle Street, 2nd Floor, Portland, ME 04101-4100, Account name: IDEXX Laboratories Inc. Operating Account, Routing/Transit for Wires: 026009593. If at the Series A/B Closing the Company shall fail to tender such Series A Notes to any Series A Purchaser or such Series B Notes to any Series B 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, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment. The Series A/B 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 Metropolitan Life Insurance Company, 10 Park Avenue, Morristown, New Jersey 07962-1902, Attention: Law Department or at such other place pursuant to the directions of MetLife, 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 MetLife (which notification shall be deemed received by each Purchaser) in writing whether (x) such closing is to be rescheduled (such rescheduled date to be (i) in the case of a Note denominated in Dollars, a New York Business Day during the Issuance Period not less than one New York Business Day and not more than 10 New York Business Days after such scheduled Closing Day or (ii) in the case of a Note denominated in a currency other than in Dollars, a Business Day during the Issuance Period not more than 20 Business Days after the Acceptance Day (each, a Rescheduled Closing Day )) and certify to MetLife (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 (y) such closing is to be canceled as provided in Section 2.2(g)(iii). For the avoidance of doubt, in the event that a Rescheduled Closing Day is established pursuant to the preceding sentence in respect of Notes denominated in Sterling or Euros, the Notes to be issued on such Rescheduled Closing Day shall have the same maturities, installment payment schedules and interest payment periods as if such Notes had been issued on the original Closing Day. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, MetLife (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 MetLife shall have otherwise consented in writing.

4. CONDITIONS TO CLOSING.

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 (with respect to each Closing after the Series A/B Closing Day, in addition to the condition that the Series A/B Closing Day shall have occurred):

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; No Material Adverse Effect.

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 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, no Change in Control shall have occurred and, with respect to the Series A/B Closing Day only, no event has occurred or condition exists, or existed, since December 31, 2013, that has had a Material Adverse Effect. With respect to the Series A/B Closing only, neither the Company nor any Subsidiary shall have entered into any transaction since September 30, 2014 that would have been prohibited by Sections 9 and 10 had such Sections applied since such date.

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 A/B 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 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 Guaranty 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.

(c) G ood Standing Certificates . Each of the Company and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of good standing or existence dated as of a recent date from the Secretary of state of its state of formation and 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 be so qualified could not reasonably be expected to have a Material Adverse Effect.

Section 4.4. Opinions of Counsel .

Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of such Closing (a) from Wilmer Cutler Pickering Hale and Dorr LLP, counsel for the Company and the other Credit Parties, substantially in the form set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinions to the Purchasers) and (b) from Morgan, Lewis & Bockius LLP, the Purchasers special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Section 4.5. Purchase Permitted By Applicable Law, Etc .

On the date of such Closing such Purchaser s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4.6. Sale of Other Notes .

Contemporaneously with such Closing the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at such Closing as specified in Schedule A (in the case of the Series A Notes and the Series B Notes) or the applicable Confirmation of Acceptance (in the case of Shelf Notes).

Section 4.7. Payment of Fees .

(a) Without limiting the provisions of Section 15.1, the Company shall have paid to MetLife and each Purchaser on or before such Closing any fees due it pursuant to or in connection with this Agreement, including any Issuance Fee due pursuant to Section 2.2(g)(i) and any Delayed Delivery Fee due pursuant to Section 2.2(g)(ii).