Registration Rights Agreement



 Exhibit 4.3 
  
  
  
 REGISTRATION RIGHTS AGREEMENT

 Dated as of November 5, 2009 
 among 
 MEAD JOHNSON NUTRITION COMPANY, 
 MEAD JOHNSON & COMPANY 
 and 
 CITIGROUP GLOBAL MARKETS INC. 
 MORGAN STANLEY & CO. INCORPORATED 
  
  
  







 REGISTRATION RIGHTS AGREEMENT 
 THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on this 5th day of November, 2009, among Mead Johnson Nutrition Company, a
Delaware corporation (the “Company”), Mead Johnson & Company, a Delaware corporation, as guarantor (the “Guarantor”), and Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated as
representatives (the “Representatives”) of the initial purchasers named in Schedule I hereto (collectively, the “Initial Purchasers”). 
 This Agreement is made pursuant to the Purchase Agreement, dated October 29, 2009, among the Company, the Guarantor and the Initial Purchasers (the “Purchase Agreement”), which
provides for the sale by the Company to the Initial Purchasers of an aggregate of $500,000,000 principal amount of the Company’s 3.50% Notes due 2014, $700,000,000 principal amount of the Company’s 4.90% Notes due 2019 and $300,000,000
principal amount of the Company’s 5.90% Notes due 2039 (collectively, the “Notes”). The Notes will be unconditionally guaranteed by the Guarantor (such guarantee, the “Guarantee,” and together with the Notes,
the “Securities”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantor have agreed to provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. 
 In consideration of the foregoing, the parties hereto agree as follows: 
 1. Definitions. 
 As used in this Agreement, the following capitalized defined terms shall have the
following meanings: 
 “Additional Interest” shall have the meaning set forth in Section 2(e). 

“Agreement” shall have the meaning set forth in the preamble. 
 “1933 Act” shall mean the Securities Act of 1933, as amended from time to time. 
 “1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 
 “Business Day” shall mean any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking
institutions or trust companies located in The City of New York, New York are authorized or obligated to be closed. 







 “Closing Date” shall mean the Closing Date as defined in the Purchase
Agreement. 
 “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors. 
 “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii)
hereof. 
 “Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for Registrable
Securities pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration” shall mean a registration
under the 1933 Act effected pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration Statement”
shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein. 
 “Exchange Securities” shall mean securities
issued by the Company under the Indenture containing terms identical to the Securities (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from
November 5, 2009 and (ii) the Exchange Securities will not contain restrictions on transfer or be entitled to receive any increase in annual interest rate pursuant to Section 2(e) hereof) and to be offered to Holders of Securities in
exchange for Securities pursuant to the Exchange Offer. 
 “Guarantee” shall have the meaning set forth in the
preamble. 
 “Guarantor” shall have the meaning set forth in the preamble and shall also include the
Guarantor’s successors. 
 “Holders” shall mean the Initial Purchasers, for so long as they own any
Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the
term “Holder” shall include Participating Broker-Dealers. 
 “Indenture” shall mean the
Indenture relating to the Securities, dated as of November 1, 2009 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended by the First Supplemental Indenture, dated as of November 5, 2009, among the
Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee, and as the same may be further amended or supplemented from time to time in accordance with the terms thereof. 







 “Initial Purchasers” shall have the meaning set forth in the preamble.

 “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of outstanding
Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company, the Guarantor or any of their respective
affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of
such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. 
 “Notes” shall have the meaning set forth in the preamble. 
 “Participating Broker-Dealer” shall have the meaning set forth in Section 4(a). 
 “Permitted Suspension Event” shall have the meaning set forth in Section 3. 
 “Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 
 “Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any
such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein. 
 “Purchase Agreement” shall have the meaning set forth in the preamble. 
 “Registrable
Securities” shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities shall have been declared effective under
the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement including by way of exchange for Exchange Securities, (ii) when such Securities have been sold to the public pursuant to Rule 144 (or any
similar provision then in force, but not Rule 144A) under the 1933 Act or (iii) when such Securities shall have ceased to be outstanding. 







 “Registration Expenses” shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantor with this Agreement, including without limitation: (i) all SEC and stock exchange registration and filing fees, (ii) all fees and expenses incurred in connection with compliance
with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities) and any filings
with the Financial Industry Regulatory Authority, (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantor and, in the case of a Shelf
Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements
of the independent registered public accounting firm of the Company and the Guarantor, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, but excluding
fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder. 
 “Registration Statement” shall mean any registration statement of the
Company and the Guarantor that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 
 “Representatives” shall have the meaning set forth in the preamble. 
 “Securities”
shall have the meaning set forth in the preamble. 
 “SEC” shall mean the U.S. Securities and Exchange
Commission. 
 “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.








 “Shelf Registration Statement” shall mean a “shelf”
registration statement of the Company and the Guarantor pursuant to the provisions of Section 2(b) of this Agreement that, subject to the second paragraph of Section 3, covers all of the Registrable Securities (but no other securities
unless approved by the Holders whose Registrable Securities are covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 
 “Staff” shall mean the staff of the SEC. 
 “TIA” shall have the meaning set forth in Section 3(l) hereof. 
 “Trustee” shall mean the trustee with respect to the Securities under the Indenture. 
 “Underwriter” shall have the meaning set forth in Section 3 hereof. 
 “Underwritten
Registration” or “Underwritten Offering” shall mean a registration in which Registrable Securities are sold to an Underwriter for reoffering to the public. 
 2. Registration Under the 1933 Act. 
 (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff, each of the Company and the
Guarantor shall use its reasonable best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company and the Guarantor to the Holders to exchange all of the Registrable Securities for Exchange Securities
and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company and the Guarantor shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by
the SEC and use its reasonable best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company and the Guarantor shall commence the Exchange Offer by mailing the related exchange offer Prospectus and
accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: 
 (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered will be accepted for exchange; 







 (ii) the dates on which Securities may be tendered for exchange (which shall
be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”); 
 (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement; 
 (iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to
surrender such Registrable Security, together with the enclosed letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the
last Exchange Date; and 
 (v) that Holders will be entitled to withdraw their election, not later than the close
of business, New York City time, on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged. 
 As a condition to participating in the Exchange Offer, a Holder shall be required to represent to the Company and the Guarantor that
(i) any Exchange Securities to be received by it shall be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it is not engaged in, does not intend to engage in, and has no
arrangement or understanding with any Person to participate in, the distribution (within the meaning of the 1933 Act) of the Exchange Securities, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the 1933 Act) of
the Company and the Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired by such broker-dealer as a result of market-making or
other trading activities, then such Holder shall deliver a prospectus meeting the requirements of the 1933 Act (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such Exchange Securities.








 As soon as practicable after the last Exchange Date, the Company and the
Guarantor shall: 
 (i) accept for exchange Registrable Securities or portions thereof tendered and not validly
withdrawn pursuant to the Exchange Offer; and 
 (ii) deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal
amount of the Registrable Securities surrendered by such Holder. 
 Each of the Company and the Guarantor shall use its
reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange
Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff. 
 (b) In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a)
above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason
consummated within 270 days after the Closing Date or (iii) the Exchange Offer has been completed and in the opinion of counsel for the Initial Purchasers a Registration Statement must be filed and a Prospectus must be delivered by the Initial
Purchasers in connection with any offering or sale of Registrable Securities, each of the Company and the Guarantor shall use its reasonable best efforts to cause to be filed as soon as practicable after such determination, date or notice of such
opinion of counsel is given to the Company and the Guarantor, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and to use reasonable best efforts to have such Shelf
Registration Statement declared effective by the SEC. In the event the Company or the Guarantor is required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (iii) of the preceding sentence, each of
the Company and the Guarantor shall use its reasonable best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf
Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer.
Subject to Section 3 hereof, each of the Company and the Guarantor agrees








 
to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for one year or such shorter period that will terminate when all of the Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. Each of the Company and the Guarantor further agrees to supplement or amend the Shelf Registration Statement if required by the rules,
regulations or instructions applicable to the registration form used by the Company and the Guarantor for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably
requested by a Holder with respect to information relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter
practicable. Each of the Company and the Guarantor agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. 
 (c) The Company and the Guarantor shall pay all Registration Expenses in connection with the registration pursuant to
Section 2(a) and Section 2(b). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration
Statement. 
 (d) An Exchange Offer Registration Statement pursuant to Section 2(a) and a Shelf Registration
Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the 1933 Act; provided,
however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume.

 (e) In the event the Exchange Offer is not consummated or, if required by the terms of
this Agreement, the Shelf Registration Statement is not declared effective by the SEC on or prior to the 270th day after the Closing Date, the interest rate on the Registrable Securities will be increased by 0.25% per annum
for the first 90-day period immediately following such date and by an additional 0.25% per annum after the first 90-day period, up to a maximum additional rate of 0.5% per annum (the “Additional Interest”). The accrual of
Additional Interest will cease and the interest rate will revert to the original rate upon the earlier of (i) the consummation of the Exchange Offer or, if required by the terms of this Agreement, the effectiveness of the Shelf Registration
Statement and (ii) the time that there are no Securities outstanding that are Registrable Securities. 







 (f) Without limiting the remedies available to the Initial Purchasers and
the Holders, each of the Company and the Guarantor acknowledges that any failure by the Company or the Guarantor to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the
Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain
such relief as may be required to specifically enforce the Company’s and the Guarantor’s obligations under Section 2(a) and Section 2(b) hereof. 
 3. Registration Procedures. 
 In connection with the obligations of
the Company and the Guarantor with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantor shall: 
 (a) prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form
(x) shall be selected by the Company and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects
with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective in
accordance with Section 2 hereof; 
 (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be
filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period described in Section 4(3) of, and Rule 174 under, the 1933 Act that is applicable to transactions by brokers or dealers with respect to the
Registrable Securities or Exchange Securities; 







 (c) in the case of a Shelf Registration, promptly furnish to each Holder of
Registrable Securities, to counsel for the Initial Purchasers, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each
preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and, subject to
Section 3(i), the Company and the Guarantor consent to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law; 
 (d) use its reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities
or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the
SEC, to cooperate with reasonable requests by such Holders in connection with any filings required to be made with the Financial Industry Regulatory Authority and do any and all other acts and things that may be reasonably necessary or advisable to
enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that neither the Company nor the Guarantor shall be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any
such jurisdiction if it is not so subject; 
 (e) in the case of a Shelf Registration, promptly notify each
Holder of Registrable Securities, counsel for the Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and
when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, (iv) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company and the








 
Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects or
if the Company or the Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening
of any event during the period a Shelf Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not misleading and (vi) of any determination by the Company or the Guarantor that a post-effective amendment to a Registration Statement would be appropriate;

 (f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order; 
 (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, upon written request therefor, without charge, at least one conformed copy of each Registration Statement and any
post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); 
 (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities
to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request in
writing at least one Business Day prior to the closing of any sale of Registrable Securities; 
 (i) in the case
of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its reasonable best efforts to promptly prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or
the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, subject to the Company’s right to suspend the use of the Shelf Registration
Statement in








 
respect of any Permitted Suspension Event pursuant to, and subject to the conditions of, this Section 3. The Company and the Guarantor agree to notify the Holders to suspend use of the
Prospectus as promptly as reasonably practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus upon receipt of such notice until the Company or the Guarantor has amended or supplemented the
Prospectus to correct such misstatement or omission; 
 (j) a reasonable time prior to the filing of any
Registration Statement, any Prospectus, any amendment to a Registration Statement or any amendment or supplement to a Prospectus or any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial
filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) and make such of the representatives of the Company
and the Guarantor as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) available for discussion of such document, and shall not at any time
file or make any amendment to the Registration Statement, any Prospectus, any amendment to a Registration Statement or any amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement
or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or
their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall object. Notwithstanding the foregoing, nothing herein shall prohibit the Company or any Guarantor from filing any document required to be filed
pursuant to the 1934 Act so long as the Initial Purchasers of Registrable Securities covered by such Registration Statement and the Underwriter(s), if any, have been (x) provided with notice of the Company’s or such Guarantor’s
intention to make such filing as soon as practicable and (y) furnished with a copy of the proposed filing in advance of the filing thereof with the SEC; 
 (k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the
effective date of a Registration Statement; 
 (l) cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended (the “TIA”), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture as
may be required for the Indenture to be so qualified in accordance with the








 
terms of the TIA and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 
 (m) in the
case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and
accountants designated by the Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent documents and properties of the Company and the Guarantor, and cause the respective officers, directors and employees
of the Company and the Guarantor to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided, that if any such information is reasonably
identified by the Company as being confidential or proprietary, each Person receiving such information shall take actions to maintain it in confidence and such information shall not be disclosed to any other Person until such time as
(1) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any prospectus referred to in this
Agreement), (2) such Person shall be legally compelled to disclose such information pursuant to a subpoena or other order from a court of competent jurisdiction (but only after such Person shall have given the Company prior written notice of
such requirement, and provided that such Person uses reasonable efforts to allow the Company at the Company’s expense to undertake to contest the compulsion to disclose such information) or (3) the information has been made generally
available to the public. Notwithstanding the foregoing, any Person receiving such information may disclose the information to any governmental or regulatory authority having jurisdiction over such Person (other than pursuant to a subpoena or other
order from a court of competent jurisdiction, which disclosure shall be subject to clause (2) of the proviso to the immediately preceding sentence) without notice to or consent from the Company if such Person advises such authority of the
confidential nature of the information; 
 (n) if reasonably requested by any Holder of Registrable Securities
covered by a Registration Statement, (i) as promptly as reasonably practicable incorporate in a prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included
therein and (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the matters to be incorporated in such filing; and








 (o) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including those reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold) in order to expedite or facilitate the disposition of
such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities
with respect to the business of the Company, the Guarantor and their respective subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form,
substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) in the case of any Underwritten Offering, obtain opinions of counsel to the Company and the
Guarantor (which counsel may be the Company’s general counsel and which opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder
and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) in the case of any Underwritten Offering, obtain “cold comfort” letters from the
independent certified public accountants of the Company or the Guarantor (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and
financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in
customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the
Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the
Company and the Guarantor made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement. 







 In the case of a Shelf Registration Statement, the Company and the Guarantor may require, as
a condition to including such Holder’s Registrable Securities in such Shelf Registration Statement, each Holder of Registrable Securities to furnish, within 20 Business Days after receipt of request thereof, to the Company and the Guarantor
such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company and the Guarantor may from time to time reasonably request in writing. 
 Each Holder agrees that, upon receipt of any notice from the Company or the Guarantor of the happening of any event of the kind described in
Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(i) hereof, and, if so directed by the Company or the Guarantor, such Holder will deliver to the Company or the Guarantor (at the Company’s and the Guarantor’s expense) all copies in its possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. It is agreed that the Company’s and the Guarantor’s option to suspend the use of a
Registration Statement pursuant to this paragraph shall constitute a “Permitted Suspension Event” as defined below. 
 In addition, the Company may suspend the offering and sales under the Shelf Registration Statement during the period that the Shelf Registration Statement is required to be effective and usable hereunder: 
 if (1) either: 
 (A) the Company shall be engaged in a material acquisition or disposition and (i) such acquisition or disposition is required to be disclosed in the Shelf Registration Statement, the related
Prospectus or any amendment or supplement thereto, or the failure by the Company to disclose such transaction in the Shelf Registration Statement or related Prospectus, or any amendment or supplement thereto, as then amended or supplemented, would
cause such Shelf Registration Statement, or amendment thereto, to contain an untrue statement of material fact or omit to state a material fact necessary in order to make the statement therein not misleading, or would cause such Prospectus, or
supplement thereto, to contain an untrue statement of material fact or omit to state a material fact necessary in order to make the statement therein not misleading, in light of the circumstances under which they were made, (ii) information
regarding the existence of such acquisition or disposition has not then been publicly disclosed by or on behalf of the Company and (iii) a majority of the Board of Directors of the Company determines in the exercise of its good faith judgment
that disclosure of such acquisition or disposition would not be in the best interest of the Company or would have a material adverse effect on the consummation of such acquisition or disposition; or 







 (B) a majority of the Board of Directors of the Company determines in the
exercise of its good faith judgment that compliance with the disclosure obligations set forth in Section 3(i) would otherwise have a material adverse effect on the Company and its subsidiaries, taken as a whole (the matters described in clauses
(A) and (B) are each referred to herein as a “Permitted Suspension Event”); 
 and (2) the Company notifies the
Holders within two Business Days after such Board of Directors makes the relevant determination set forth in clause (1). 
 If
the Company or the Guarantor shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantor shall extend the period during which the Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received notice that the suspension of the
disposition of Registrable Securities pursuant to such Registration Statement has ended and received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company and the Guarantor may invoke a Permitted
Suspension Event only twice during any 365 day period and any such suspensions may not exceed 60 days in the aggregate. 
 The
Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and
manager or managers (the “Underwriters”) that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering. 
 4. Participation of Broker-Dealers in Exchange Offer. 
 (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Registrable Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”), may be deemed to be an
“underwriter” within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. 
 Each of the Company and the Guarantor understands that it is the Staff’s position that if the Prospectus contained in the Exchange
Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or








 
specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in
connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act. 
 (b) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Participating Broker-Dealer
who holds Registrable Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company), may exchange such Registrable
Securities pursuant to the Exchange Offer; however, such Participating Broker-Dealer may be deemed to be an “underwriter” within the meaning of the 1933 Act and must, therefore, deliver a prospectus meeting the requirements of the 1933 Act
in connection with any resales of the Exchange Securities received by such Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Participating Broker-Dealer of the
Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by any Participating Broker-Dealers that the SEC may require in
order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Participating Broker-Dealer or disclose the amount of Registrable Securities held by any such Participating Broker-Dealer except to the
extent required by the SEC as a result of a change in policy after the date of this Agreement. 
 (c) In the
event the Company receives notice from one or more Participating Broker-Dealers in connection with the Exchange Offer or within 20 days after the consummation of the Exchange Offer that such Participating Broker-Dealer is exchanging or has exchanged
Registrable Securities acquired for the account of such Participating Broker-Dealer as a result of market making or other trading activities, then each of the Company and the Guarantor shall use its reasonable best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resales of Exchange Securities acquired by any Participating Broker-Dealers upon exchange of Registrable Securities
acquired by such Participating Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the 1933 Act and the policies, rules
and regulations of the SEC as announced from time to time, for a period ending on the earlier of (i) 180 days after the last Exchange Date and (ii) the date on which a Participating Broker-Dealer is no longer required to deliver a
prospectus in connection with market-making or other trading activities. 







 (d) Each of the Company and the Guarantors hereby consents to the use of the
Prospectus contained in the Exchange Offer Registration Statement and any amendment or supplement thereto by each of the Participating Broker-Dealers in connection with this Section 4; provided that, for resales of Exchange Securities by the
Participating Broker-Dealer more than 20 days after the consummation of the Exchange Offer, the Participating Broker-Dealer has given notice to the Company as contemplated by Section 4(c) above. Notwithstanding anything to the contrary in
Section 5 hereof, the Company and the Guarantors will not be required to indemnify any Participating Broker-Dealer for any losses, claims, damages and liabilities caused by the use of the Prospectus contained in the Exchange Offer Registration
Statement and any amendment or supplement thereto by such Participating Broker-Dealer in connection with resales of Exchange Securities by such Participating Broker-Dealer more than 20 days after the consummation of the Exchange Offer if such
Participating Broker-Dealer has not given notice to the Company as contemplated by Section 4(c) above. 
 (e) The Initial Purchasers shall have no liability to the Company, the Guarantor or any Holder with respect to any request that may be made pursuant to Section 4(c) above. 
 5. Indemnification and Contribution. 
 (a) The Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless the Initial Purchasers, each
Holder and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common control with, or is controlled by, any Initial
Purchaser or any Holder, from and against all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by the Initial Purchasers, any Holder or any such controlling or affiliated Person
in connection with defending or investigating any such action or claim) to which any such person may be subject under the 1933 Act, 1934 Act or any other federal or state statute or regulation, or at common law, or otherwise, insofar as such loss,
claim, damage or liability is caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were
registered under the 1933 Act, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a








 
material fact required to be stated therein or necessary to make the statements therein not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained
in any Prospectus (as amended or supplemented if the Company and the Guarantor shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the
statements therein in light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission
based upon information relating to the Initial Purchasers or any Holder furnished to the Company and the Guarantor in writing by Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated or any selling Holder expressly for use
therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantor will also indemnify the Underwriters, if any, their officers and directors and each Person who controls such Persons (within the meaning
of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. 
 (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, the Initial
Purchasers and the other selling Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any, who controls the Company, any Initial Purchaser and any other selling Holder within the meaning
of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company and the Guarantor to the Initial Purchasers and the Holders, but only with reference to information relating
to such Holder furnished to the Company and the Guarantor in writing by such Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). 
 (c) In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of
which indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the “indemnified party”) shall promptly notify the Person against whom such indemnity may be sought (the
“indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have








 
the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party
shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by
the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (A) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Initial Purchasers and all Persons, if any, who control any Initial Purchaser within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (B) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Company and the Guarantor, their respective directors, its
officers who sign the Registration Statement and each Person, if any, who controls the Company or the Guarantor within the meaning of either such Section and (C) the reasonable fees and expenses of more than one separate firm (in addition to
any local counsel) for all Holders and all Persons, if any, who control any Holders within the meaning of either such Section, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. In such case involving the
Initial Purchasers and Persons who control the Initial Purchasers, such firm shall be designated in writing by Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated. In such case involving the Holders and such Persons who
control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated jointly by the Company and the Guarantor. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of
such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the
second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt
by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such 







 
indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of such proceeding. 
 (d) If the
indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities, then each indemnifying party under such
paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as
any other relevant equitable considerations. The relative fault of the Company and the Guarantor, on the one hand, and the Holders, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Guarantor, on the one hand, or by the Holders, on the other hand, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the respective principal amount
of Registrable Securities of such Holder that were registered pursuant to a Registration Statement. 
 (e) The
Company, the Guarantor and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no
Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of








 
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5 are
not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity. 
 The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the
Initial Purchasers, any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantor, their respective officers or directors or any Person controlling the Company,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 
 6. Miscellaneous. 
 (a) Release of Guarantor. When
the Guarantor is released as a guarantor of the obligations under the Notes in accordance with the terms of the Indenture, the Guarantor will no longer be deemed a party to this Agreement. 
 (b) No Inconsistent Agreements. Neither the Company nor the Guarantor has entered into, and on or after the date of this
Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or the Guarantor’s other issued and outstanding securities under any such agreements. 
 (c) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantor have obtained the written consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. 







 (d) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class mail, fascimile or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice
given in accordance with the provisions of this Section 6(d), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the Company, initially at the Company’s
address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(d). 
 All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid,
if mailed; when receipt is acknowledged, if sent via fascimile; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. 
 Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. 
 (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and
transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such
Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or any Guarantor with respect to any failure by a Holder to comply with,
or any breach by any Holder of, any of the obligations of such Holder under this Agreement. 
 (f) Purchases and
Sales of Securities. During the period of one year after the Closing Date, each of the Company and the Guarantor shall not, and shall use its reasonable best efforts to cause its “affiliates” (as defined in Rule 405 under the 1933 Act) not
to, purchase and then resell or otherwise transfer any Securities. 







 (g) Third Party Beneficiary. The Holders shall be third party beneficiaries
to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to
protect its rights or the rights of Holders hereunder. 
 (h) Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 (i) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof. 
 (j) Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to the principles of conflict of laws thereof. 
 (k)
Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 
 [The remainder of
this page intentionally left blank.] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	MEAD JOHNSON NUTRITION COMPANY
		
	By:	 	 /s/ Kevin Wilson

	Name:	 	Kevin Wilson
	Title:	 	Vice President and Treasurer
	
	MEAD JOHNSON & COMPANY
		
	By:	 	 /s/ Kevin Wilson

	Name:	 	Kevin Wilson
	Title:	 	Vice President and Treasurer









 Confirmed and accepted as of 
 the date first above written: 
 For themselves and the other several Initial Purchasers named in
Schedule I hereto. 
  

			
	CITIGROUP GLOBAL MARKETS INC.
		
	By:	 	 /s/ Brian D. Bednarski

	Name:	 	Brian D. Bednarski
	Title:	 	Managing Director
	
	MORGAN STANLEY & CO. INCORPORATED
		
	By:	 	 /s/ Yurij Slyz

	Name:	 	Yurij Slyz
	Title:	 	Vice President








 Schedule I 
 Citigroup Global Markets Inc. 
 Morgan Stanley & Co. Incorporated 
 Banc of America Securities LLC 
 Credit Suisse
Securities (USA) LLC 
 J.P. Morgan Securities Inc. 
 Mitsubishi UFJ Securities (USA), Inc. 
 RBC Capital Markets Corporation 
 UBS Securities LLC