First Amendment and Consent



 Exhibit 4.4 
 FIRST AMENDMENT AND CONSENT 
 This First Amendment and
Consent dated as of November 5, 2009 (this “Amendment”) relates to the Three Year Revolving Credit Facility Agreement dated as of February 17, 2009 (the “Credit Agreement”) among MEAD JOHNSON NUTRITION
COMPANY, a Delaware corporation (“Holdings”), MEAD JOHNSON & COMPANY, a Delaware corporation (the “Company”), various lenders and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative
agent. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement. 
 WHEREAS, Holdings intends to issue senior unsecured notes due 2014, 2019 and 2039 (collectively, the “Private Placement Notes”); 
 WHEREAS, Holdings intends to contribute the net proceeds of the Private Placement Notes to the Company for the purpose of repaying a portion of the BMS Intercompany Debt; 
 WHEREAS, Holdings has requested that concurrently with the issuance of the Private Placement Notes and the repayment of BMS Intercompany
Debt as described above (collectively the “Refinancing Transaction”), Holdings become a Borrower under the Credit Agreement (having all rights and obligations then held and owed by the Company in its capacity as a Borrower) as
contemplated by Section 5.17 of the Credit Agreement; and 
 WHEREAS, after giving effect to the Refinancing Transaction
and upon becoming a Borrower under the Credit Agreement, Holdings desires to request Loans and use the proceeds thereof to make a contribution to the Company for the purpose of repaying the remaining balance of the BMS Intercompany Debt; 

NOW THEREFORE, the parties hereto agree as follows: 
 Section 1 NOVATION. Pursuant to Section 5.17 of the Credit Agreement, (a) the Administrative Agent and Holdings agree that upon consummation of the Refinancing Transaction and
delivery by Holdings and the Company to the Administrative Agent of a notice in the form of Exhibit A hereto (the “Novation Notice”), and without further action of any Person, Holdings shall become a Borrower under the Credit
Agreement, having all rights and obligations then held by the Company in its capacity as a Borrower (and Holdings expressly assumes all such obligations) and the Company shall no longer be a Borrower (unless otherwise designated a Subsidiary
Borrower in accordance with Section 2.19 of the Credit Agreement); and (b) the Company acknowledges that upon Holdings becoming a Borrower, the Company shall become an Original Guarantor under the Credit Agreement (such events,
collectively, the “Novation”). References in the Credit Agreement to the “Company” shall be deemed to be references to Holdings unless the context otherwise requires. Holdings will deliver to the Administrative Agent
written confirmation that the Refinancing Transaction has been consummated immediately following the consummation of the Refinancing Transaction. 
 Section 2 AMENDMENTS. In furtherance of Section 1 above, the Administrative Agent, Holdings and the Company agree that concurrently with the effectiveness of the Novation,
the definitions of “Borrower” and “Original Guarantors” in Section 1.1 of the Credit Agreement shall be amended in their entirety to read as follows: 
 “Borrower” shall mean Holdings or any Borrowing Subsidiary. 







 “Original Guarantors” shall mean (a) with respect to any obligations
of Holdings and any Borrowing Subsidiary, the Company; and (b) with respect to the obligations of any Borrowing Subsidiary, Holdings. 
 Section 3 CONSENT. Notwithstanding Section 5.17 of the Credit Agreement or any other provision of any Loan Document, the Required Lenders consent to Holdings using the proceeds of
Loans to make a contribution to the Company for the purpose of repaying BMS Intercompany Debt. 
 Section 4
REPRESENTATIONS AND WARRANTIES. Holdings and the Company represent and warrant to the Lenders and the Administrative Agent that (a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct
in all material respects on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date and
(b) the Private Placement Notes constitute Refinancing Debt. 
 Section 5 EFFECTIVENESS. 
 5.1 Effectiveness of Novation Provisions and Amendments. Sections 1 and 2 hereof shall become effective when
(a) the Administrative Agent, Holdings and the Company have signed counterparts hereof and, in the case of Holdings and the Company, have delivered such counterparts to the Administrative Agent, (b) Holdings and the Company have delivered
the Novation Notice to the Administrative Agent, (c) the Administrative Agent has received a favorable written opinion letter (addressed to the Administrative Agent and the Lenders) of Mayer Brown LLP, in form and substance reasonably
satisfactory to the Administrative Agent (and the Company hereby requests such counsel to deliver such opinion letter) and (d) the Administrative Agent has received such documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of Holdings and the Company, the authorization of the Novation and any other legal matters relating to Holdings and the Company, this Agreement or the Novation, all in form
and substance satisfactory to the Administrative Agent and its counsel. 
 5.2 Effectiveness of Consent.
The consent set forth in Section 3 hereof shall become effective when (a) Sections 1 and 2 have become effective in accordance with the Section 5.1 and (b) the Administrative Agent has received
counterparts hereof signed by the Required Lenders.  
 Section 6 MISCELLANEOUS. 
 6.1 Continuing Effectiveness. Except to the extent expressly set forth herein, the Credit Agreement and the other Loan Documents
remain in full force and effect and are ratified, approved and confirmed in all respects. After the effectiveness of Section 2 hereof, all references in the Credit Agreement and the other Loan Documents to “Credit Agreement” or
similar terms shall refer to the Credit Agreement as amended hereby. Holdings and the Company agree that the consent set forth in Section 3 is limited to its specific terms and shall not constitute a consent or waiver with respect to any
other matter under the Loan Documents. 
 6.2 Counterparts. This Amendment may be executed in multiple counterparts, each
of which shall constitute an original but all of which taken together shall constitute but one contract. A counterpart hereof, or signature page hereto, delivered to the Administrative Agent by facsimile or e-mail shall be effective as delivery of
an original manually-signed counterpart. 
 6.3 Incorporation by Reference. The provisions of Sections 8.5,
8.11, 8.13 and 8.14 of the Credit Agreement are incorporated herein by reference as if fully set forth herein, mutatis mutandis. 
  

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 6.4 Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.  
 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the date first above
written. 
  

			
	MEAD JOHNSON NUTRITION COMPANY
		
	By:	 	 /s/ Kevin Wilson

	Name:	 	Kevin Wilson
	Title:	 	Vice President and Treasurer
		
	By:	 	 /s/ Stanley D. Burhans

	Name:	 	Stanley D. Burhans
	Title:	 	Vice President and Controller
	
	MEAD JOHNSON & COMPANY
		
	By:	 	 /s/ Kevin Wilson

	Name:	 	Kevin Wilson
	Title:	 	Vice President and Treasurer


 [Signature Page to Mead Johnson First Amendment and Consent] 








			
	 JPMORGAN CHASE BANK, N.A.,
 as Administrative Agent and as a Lender

		
	By:	 	 /s/ Barbara Marks

	Name:	 	Barbara Marks
	Title:	 	Executive Director


 [Signature Page to Mead Johnson First Amendment and Consent] 








			
	Bank of America, N.A., as a Lender
		
	By:	 	 /s/ David L. Catherall

	Name:	 	David L. Catherall
	Title:	 	Senior Vice President


 November 6, 2009 
 [Signature Page to Mead Johnson First Amendment and Consent] 








			
	Bank of Tokyo Mitsubishi UFJ Trust Company, as a Lender
		
	By:	 	 /s/ Lillian Kim

	Name:	 	Lillian Kim
	Title:	 	Vice President


 November 6, 2009 
 [Signature Page to Mead Johnson First Amendment and Consent] 








			
	Citicorp NA Inc., as a Lender
		
	By:	 	 /s/ Mark R. Floyd

	Name:	 	Mark R. Floyd
	Title:	 	Vice President


 November 6, 2009 
 [Signature Page to Mead Johnson First Amendment and Consent] 








			
	 CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
 as a Lender

		
	By:	 	 /s/ Karim Blasetti

	Name:	 	Karim Blasetti
	Title:	 	Vice President
		
	By:	 	 /s/ Ilya Ivashkov

	Name:	 	Ilya Ivashkov
	Title:	 	Associate


 November 6, 2009 
 [Signature Page to Mead Johnson First Amendment and Consent] 








			
	MORGAN STANLEY BANK, N.A., as a Lender
		
	By:	 	 /s/ Ryan Vetsch

	Name:	 	Ryan Vetsch
	Title:	 	Authorized Signatory


 November 6, 2009 
 [Signature Page to Mead Johnson First Amendment and Consent] 








			
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Gordon MacArthur

	Name:	 	Gordon MacArthur
	Title:	 	Authorized Signatory


 November 6, 2009 
 [Signature Page to Mead Johnson First Amendment and Consent] 








			
	UBS LOAN FINANCE LLC, as a Lender
		
	By:	 	 /s/ Marie Haddad

	Name:	 	Marie Haddad
	Title:	 	Associate Director
		
	By:	 	 /s/ Mary E. Evans

	Name:	 	Mary E. Evans
	Title:	 	Associate Director


 November 6, 2009 
 [Signature Page to Mead Johnson First Amendment and Consent] 







 EXHIBIT A 
 FORM OF NOVATION NOTICE 
 November 5, 2009 
 JPMorgan Chase Bank, N.A. 
 as
Administrative Agent for the Lenders 
 referred to below 
 c/o JPMorgan Chase Bank, N.A. 
 270 Park Avenue 
 New York, NY 10017 
 Re: Mead
Johnson Nutrition Novation Notice 
 Ladies and Gentlemen: 
 Please refer to (a) the Three Year Revolving Credit Facility Agreement dated as of February 17, 2009 (the “Credit Agreement”) among Mead Johnson Nutrition Company, a Delaware
corporation (“Holdings”), Mead Johnson & Company, a Delaware corporation (the “Company”), various lenders and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), and (b) the First Amendment and Consent dated as of November 5, 2009 (the “Amendment”) to the Credit Agreement. Capitalized terms used but not defined herein have the meanings
assigned to such terms (by reference or otherwise) in the Amendment. 
 1. Novation Notice. Pursuant to Section 1 of
the Amendment and Section 5.17 of the Credit Agreement, each of the undersigned confirms and agrees that (a) upon consummation of the Refinancing Transaction, Holdings shall become a Borrower under the Credit Agreement, having all rights
and obligations previously held by the Company in its capacity as a Borrower (and Holdings expressly assumes all such obligations), and (b) upon Holdings becoming a Borrower, the Company shall become an Original Guarantor under the Credit
Agreement. This letter is the Novation Notice referred to in Section 1 of the Amendment. 
 2. Confirmation. In
furtherance of the foregoing, and with effect upon the consummation of the Refinancing Transaction, (a) the Company transfers by novation to Holdings all of its rights, liabilities, duties and obligations as a Borrower under the Credit
Agreement, and Holdings accepts such rights, liabilities, duties and obligations; and (B) the Company accepts its designation as an Original Guarantor under the Credit Agreement and assumes all rights, liabilities, duties and obligations of an
Original Guarantor under the Credit Agreement. 
 3. Representations and Warranties. Holdings and the Company represent
and warrant to the Lenders and the Administrative Agent that the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date. 
 [Remainder of page intentionally left blank.] 
 Exh. A-1 
                                        
                         Mead Johnson Novation Notice 







 IN WITNESS WHEREOF, the parties hereto have signed this letter as of the date first above
written. 
  

			
	MEAD JOHNSON NUTRITION COMPANY
		
	By: 	 	  

	Name:	 	Kevin Wilson
	Title:	 	Vice President and Treasurer
		
	By: 	 	  

	Name:	 	  

	Title:	 	  

	
	MEAD JOHNSON & COMPANY
		
	By: 	 	  

	Name:	 	Kevin Wilson
	Title:	 	Vice President and Treasurer
		
	By: 	 	  

	Name:	 	  

	Title:	 	  



 Acknowledged as of the date first above written: 
  

			
	 JPMORGAN CHASE BANK, N.A.,
 as Administrative Agent

		
	By:	 	  

	Name:	 	  

	Title:	 	  


 Exh. A-2 
                                        
                         Mead Johnson Novation Notice