FLOATING RATE NOTE DUE 2014

Exhibit 10.2

FLOATING RATE NOTE DUE 2014

The undersigned, MEAD JOHNSON & COMPANY, a Delaware corporation (such corporation, together with its successors and assigns, herein called the “ Company ”), hereby promises to pay to the order of E.R. SQUIBB & SONS, L.L.C., a Delaware limited liability company (such company, together with its successors and assigns, the “ Payee ”) the outstanding part of the principal amount set forth above on February 17, 2014 with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate per annum equal to the LIBO Rate (as defined in the Terms referred to below) plus 3.00% from the date hereof, payable quarterly, on each Payment Date (as defined in the Terms referred to below), until the principal amount hereof shall have been paid in full and (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default Rate (as defined in the Terms referred to below) on any overdue amount of principal of or interest on this floating rate note due 2014 (the “ Note ”), payable on demand.

The Note is subject to the terms set forth in Exhibit A hereto (the “ Terms ”), including Article I thereof, which sets forth certain defined terms used in the Note, all of which are considered a part of the Note.

1. Interest.

As provided in the Terms, interest shall accrue on the outstanding principal amount of the Note from and including the first day of an Interest Period to but excluding the earlier of the last day of such Interest Period and the day on which the Note is repaid or prepaid in full.

2. Method of Payment.

The Company will pay principal of and interest on the Note by means of wire transfer of immediately available funds to the account of the Payee, as set forth in the Terms. The Company will pay principal and interest in Dollars.

3. Ranking.

The obligations under the Note will be senior unsecured obligations of the Company and will rank pari passu with all existing and future unsubordinated indebtedness of the Company.

4. Amortization.

On June 1, 2010 and on each Payment Date thereafter until the last such day to occur prior to the Maturity Date, the Company shall pay to the Payee $18,750,000 as repayment of principal amount of the Note outstanding on such Payment Date.

5. Optional Prepayment.

As set forth in the Terms, the Company shall have the right, at its option, at any time and from time to time to prepay the Note, in whole or in part, at face value of the outstanding principal amount and all interest accrued on the principal amount being prepaid to the date of payment.

6. Notice of Prepayment.

The Payee shall be given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) at least five Business Days before the optional prepayment, as contemplated in the Terms.

7. Guarantee.

The payment by the Company of the principal of and interest on the Note is fully and unconditionally guaranteed on a joint and several basis by Holdings as provided in, and subject to, the Terms.

8. Covenants.

Holdings and the Company agree to comply with the covenants as set forth in the Terms, so long as any amount of principal of or interest on the Note or any expenses or other amounts payable under the Note shall be unpaid.

9. Defaults and Remedies

If an Event of Default as set forth in the Terms occurs and is continuing, the Payee may declare all or any part of the outstanding principal amount of the Note to be due and payable immediately in the manner, at the price and with the effect provided in the Terms. Certain events of bankruptcy or insolvency are Events of Default that will result in the Note being due and payable immediately upon the occurrence of such Events of Default.

10. Transferability of the Note

The Payee may transfer all or a portion of its interests, rights and obligations under the Note (including the principal amount of and interest on the Note at the time owing to it) without consent of the Company only to an Affiliate of the Payee. A transferee of the Note (or a portion of the Note) shall be a party hereto and, to the extent of the interest transferred, have the rights and obligations of the Payee under the Note.

Upon surrender of the Note at the principal executive office of the Company for transfer or exchange, the Company shall execute and deliver one or more new notes in exchange therefor, payable to such Person as the Payee may request, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new note shall be substantially in the form of the Note. Each such new note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon.

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11. Amendments; Successors and Assigns

Neither the Note nor any term hereof may be amended or waived orally or in writing, except that any term of the Note may be amended and the observance of any term of the Note may be waived with the written consent of the Company and the Payee. The provisions of the Note shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of the Payee and its successors and assigns. The Company’s successors and assigns shall include a receiver, trustee or debtor-in-possession of or for the Company.

12. No Recourse Against Others

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Note or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting the Note, the Payee waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Note.

13. Waiver of Certain Defenses by the Company

The Company’s obligations under the Note are absolute and unconditional and shall not be subject to any defense, setoff or counterclaim that may at any time be available to or be asserted by the Company. The Company hereby waives, and agrees not to assert, any right to offset or interpose as a defense or counterclaim any claim against the Payee against its obligations under the Note. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Company.

14. GOVERNING LAW

THE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

15. Jurisdiction

The Company and Holdings hereby submit to the exclusive personal jurisdiction of the courts of the State of New York and the federal courts of the United States sitting in New York County, and any appellate court from any such state or federal court.

16. WAIVER OF JURY TRIAL

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE NOTE OR THE TRANSACTIONS

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CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO EXECUTE THE NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

17. Severability

Any provision of the Note held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties hereto shall use their best efforts to replace the provision held invalid, illegal or unenforceable with a provision that the parties reasonably believe to be valid, legal and enforceable and which has a substantially identical economic and legal effect as the provision that was held to be invalid, illegal or unenforceable.

[ Signature page follows ]

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IN WITNESS WHEREOF, the parties hereto have caused the Note to be duly executed.

(Note due 2014)

Acknowledged and agreed by:

(Note due 2014)

Exhibit A

The Company, the Payee and Holdings agree that the following Terms shall apply to the Note. Any reference to the Note shall also constitute a reference to these Terms.

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in the Note, the following terms have the meanings specified below:

“ Affiliate ” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly, Controls or is Controlled by or is under common Control with the Person specified.

“ BMS ” shall mean Bristol-Myers Squibb Company, a Delaware corporation.

“ Business Day ” shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City.

“ Capital Lease Obligations ” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of the Note, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Capital Stock ” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“ Change in Control ” shall mean the occurrence of any one of the following: (a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Holdings and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to Holdings or one of its Subsidiaries; (b) the consummation of any transaction (including any merger, consolidation, spin-off, split-off, or primary or secondary sale of stock) the result of which is that the Principal Shareholder ceases to be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of Holdings, measured by voting power rather

than number of shares; (c) the first day on which the majority of the members of the board of directors of Holdings cease to be Continuing Directors; or (d) Holdings ceasing to own, directly or indirectly, beneficially or of record, 100% of the Capital Stock in the Company.

“ China Services Agreement ” shall mean the China Services Agreement dated February 10, 2009, by and among BMS and Holdings.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“ Company ” shall have the meaning given to such term in the first paragraph of the Note.

“ Consolidated EBITDA ” shall mean, for any period, Consolidated Net Income for such period plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Debt (including the Note), (c) depreciation and amortization expense, (d) costs, expenses and charges related to the IPO and the separation of Mead Johnson Nutritionals, a division of the Principal Shareholder, from the Principal Shareholder not to exceed $31,000,000 in 2009, $22,000,000 in 2010 and $5,000,000 in 2011, (e) amortization of intangibles (including goodwill) and organization costs and (f) any extraordinary, unusual or non-recurring non-cash expenses or losses or other non-cash charges (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business) which Holdings reasonably believes will not result in a cash charge or payment, and minus , to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) interest income and (ii) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business) and any other non-cash income, all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Consolidated Leverage Ratio, (A) if at any time during such Reference Period Holdings or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (B) if during such Reference Period Holdings or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition” means any acquisition of property or series of related acquisitions of property that (1) constitutes assets comprising all or

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substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (2) involves the payment of consideration by Holdings and its Subsidiaries in excess of $25,000,000; and “Material Disposition” means any Disposition of property or series of related Dispositions of property that yields gross proceeds to Holdings or any of its Subsidiaries in excess of $25,000,000. Notwithstanding the forgoing, Consolidated EBITDA shall be deemed to be (y) $200,500,000 for the fiscal quarter ended on or about June 30, 2008 and (z) $185,400,000 for the fiscal quarter ended on or about September 30, 2008. Consolidated EBITDA for the fiscal quarter ending on or about January 1, 2009 and for the portion of the fiscal quarter ending on or about March 31, 2009 prior to the date of the Note shall be determined based on the financial results of the Mead Johnson Nutritionals, a division of BMS, for such periods.

“ Consolidated Interest Coverage Ratio ” shall mean, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

“ Consolidated Interest Expense ” shall mean, for any period, total interest expense of Holdings and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. Notwithstanding the foregoing, Consolidated Interest Expense shall be deemed to be (i) $26,000,000 for the fiscal quarter ended on or about June 30, 2008, (ii) $26,000,000 for the fiscal quarter ended on or about September 30, 2008, (iii) $26,000,000 for the fiscal quarter ended on or about December 31, 2008, and (iv) the pro rata portion of $26,000,000 for the fiscal quarter beginning on or about January 1, 2009 until the date of the Note.

“ Consolidated Leverage Ratio ” shall mean, as at the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period.

“ Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded, without duplication, (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of Holdings) in which Holdings or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Holdings or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than the Intercompany Notes or Revolving Credit Facility) applicable to such Subsidiary.

“ Consolidated Total Debt ” shall mean, at any date, the aggregate amount of all indebtedness of Holdings and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, plus , without duplication, the aggregate amount of Guarantees by Holdings and its Subsidiaries of obligations of other Persons (other than Holdings and its Subsidiaries) that would be treated as indebtedness of such Persons determined on a consolidated basis in accordance with GAAP.

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“ Continuing Director ” shall mean, as of any date of determination, any member of the board of directors of Holdings who: (a) was a member of such board of directors on the date of the Note; or (b) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The terms “ Controlling ” and “ Controlled ” shall have correlative meanings.

“ Debt ” of any Person shall mean (i) all obligations represented by notes, bonds, debentures or similar evidences of indebtedness; (ii) all indebtedness for borrowed money or for the deferred purchase price of property or services other than, in the case of any such deferred purchase price, on normal trade terms; (iii) all rental obligations as lessee under leases which shall have been or should be recorded as Capital Lease Obligations; (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (v) all obligations, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements; (vi) the liquidation value of all preferred Capital Stock of such Person which is redeemable at the option of the holder thereof or which may become (by scheduled or mandatory redemption) due within one year of the final Maturity Date; (vii) all Guarantees of such Person in respect of obligations of the kind referred to in clauses (i) through (vi) above, (viii) all obligations of the kind referred to in clauses (i) through (vii) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by the applicable Person, whether or not such Person has assumed or become liable for the payment of such obligation; and (ix) for the purposes of paragraph (e) of Article V only, all obligations in respect of Hedge Agreements. The Debt of any Person shall include Debt of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefore as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Debt expressly provide that such Person is not liable therefor.

“ Default ” shall mean any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Default Rate ” shall have the meaning given to such term in Section 2.01(c).

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“ Disposition ” shall mean, with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Dollars ” or “ $ ” shall mean lawful money of the United States of America.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with Holdings, is treated as a single employer under Section 414 of the Code.

“ ERISA Termination Event ” shall mean (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), (ii) the withdrawal of Holdings or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, (iv) the institution of proceedings to terminate a Plan by the PBGC, (v) any other event or condition which is reasonably likely to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (vi) the partial or complete withdrawal of Holdings or any ERISA Affiliate of Holdings from a Multiemployer Plan as defined in Section 4001(a)(3) of ERISA.

“ Event of Default ” shall have the meaning given to such term in Article V.

“ Exchange Act ” shall mean Securities Exchange Act of 1934, as amended.

“ GAAP ” shall mean generally accepted accounting principles in the United States of America.

“ Governmental Authority ” shall mean the government of any nation, including the United States of America, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantee ” of or by any Person (the “ guarantor ”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Debt or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or

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lease property, securities or services for the purpose of assuring the owner of such Debt or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Debt or obligation; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Hedge Agreements ” shall mean all interest rate swaps, caps or collar agreements or similar arrangements dealing with interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.

“ Holdings ” shall mean Mead Johnson Nutrition Company, a Delaware corporation.

“ Intercompany Notes ” shall mean, collectively, (i) the Note, (ii) the $500,000,000 amended and restated fixed rate note due 2016 between the Payee and the Company, (iii) the $500,000,000 amended and restated fixed rate note due 2019 between the Payee and the Company, and (iv) the note with aggregate principal amount of Venezuelan Bolivar equivalent of $5,753,744 issued by Mead Johnson Nutrition Venezuela, S.C.A., a Venezuelan Subsidiary of Holdings, and payable to Bristol-Myers de Venezuela, S.C.A., a Venezuelan subsidiary of the Principal Shareholder.

“ Interest Period ” shall mean the period commencing on the date of the Note or on the last day of the immediately preceding Interest Period applicable to the Note, as the case may be, and ending on the earliest of (a) the next succeeding March 1, June 1, September 1 or December 1 and (b) the Maturity Date; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day; and (ii) the first Interest Period after the date of the Note will end on June 1, 2009.

“ IPO ” shall mean the initial public offering of Class A common stock of Holdings described in the Form S-1 filed on December 18, 2008 (No. 333-156298), by Holdings with the SEC with respect to such initial public offering, as amended from time to time.

“ LIBO Rate ” shall mean (a) with respect to any Interest Period, the British Bankers Association Interest Settlement Rate appearing on the appropriate Telerate screen with respect to deposits in Dollars (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Payee from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars, as applicable, in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Dollars with a maturity comparable to such Interest Period. In the event that any such rate is not available at such time for any

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reason, then the “ LIBO Rate ” for such Interest Period shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Payee or, in the absence of such availability, by reference to the rate at which JPMorgan Chase Bank, N.A. (or the principal London office of any Affiliate thereof) is offered deposits in Dollars at or about 11:00 a.m., London time, two Business Days prior to the beginning of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein.

“ Lien ” shall mean any mortgage, lien, pledge, encumbrance, charge or security interest.

“ Material Adverse Effect ” shall mean a material adverse effect on the business, operations, properties or financial condition of Holdings and its consolidated Subsidiaries, taken as a whole.

“ Maturity Date ” shall mean February 17, 2014.

“ Note ” shall have the meaning given to such term in the first paragraph hereof.

“ Obligations ” shall mean (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Note, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) of all other monetary obligations under the Note, including obligations to pay fees, indemnification obligations and other obligations, whether primary, secondary, direct, contingent, fixed or otherwise, of the Company to the Payee (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Company or any Subsidiary under or pursuant to the Note (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

“ Payee ” shall have the meaning given to such term in the first paragraph of the Note.

“ Payment Date ” shall mean, with respect to the Note, the last day of each Interest Period applicable to the Note.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted Debt ” shall mean (i) Debt of any Subsidiary (including the Company) to Holdings or the Company, (ii) Guarantees by any Subsidiary (including the Company) of Debt of Holdings or the Company and Guarantees by the Company of any

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Debt of any Subsidiary, (iii) Debt arising under the Revolving Credit Facility and its Permitted Refinancing (including any Guarantees thereof), (iv)&nbs