Exhibit 4.1
EXECUTION COPY
IMS HEALTH
INCORPORATED
FIRST AMENDMENT
TO NOTE PURCHASE
AGREEMENT
$150,000,000 Principal Amount
4.60% Senior Notes due 2008
Dated as of August 26, 2005
To the Holders of the Senior Notes
of IMS Health
Incorporated
Named in the Attached
Schedule I
Ladies and Gentlemen:
Reference is made to the Note
Purchase Agreement, dated as of January 15, 2003 (the
“Note Agreement”) among IMS Health Incorporated, a
Delaware corporation (the “Company”), and each of the
Purchasers named in Schedule A thereto pursuant to which the
Company issued $150,000,000 aggregate principal amount of its 4.60%
Senior Notes due 2008 (the “Notes”). You are
referred to herein individually as a “Holder” and
collectively as the “Holders.” Capitalized terms
used and not otherwise defined herein shall have the meanings
ascribed to them in the Note Agreement.
The Company has requested the
modification of Section 10.2 (Subsidiary Indebtedness and
Other Restrictions) and has agreed to add additional restrictions
to Section 10.1(a) (Consolidated Total Debt to
EBITDA). The Holders have agreed to modify the Note Agreement
on the terms and conditions set forth herein.
In consideration of the premises and
for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the Company and the Holders agree as
follows:
1.
AMENDMENTS TO NOTE AGREEMENT
1.1.
Amendment of Section 10.1 . Section 10.1 of
the Note Agreement is amended to read in its entirety as
follows:
“
10.1. Certain Financial
Conditions.
(a)
Consolidated Total Debt to EBITDA
(i)
The Company will not permit Consolidated Total Debt at any time to
exceed 3.25 times EBITDA for the four consecutive Fiscal Quarters
then most recently ended.
(ii)
If Consolidated Total Debt at any time exceeds 2.50 times EBITDA
for the four consecutive Fiscal Quarters then most recently ended,
then within 90 days thereafter you and the banks party to the
Credit Agreement (the “Banks”) shall enter into an
intercreditor agreement. Such intercreditor agreement shall
be on terms reasonably satisfactory to you and the Banks and shall
provide, among other things, that following the occurrence of an
event of default under this Agreement or the credit facility, any
payment or proceeds received from the Company or any of its
Subsidiaries in respect of any Indebtedness held by you or the
Banks shall be shared on a ratable basis with the other parties to
such intercreditor agreement. For the avoidance of doubt, a
failure to enter into a satisfactory intercreditor agreement within
such 90 day period shall constitute an Event of Default under
Section 11(c) of the Note Agreement.
(b) Fixed
Charges Coverage – The Company will not permit the ratio
of EBITDA to Fixed Charges for any four consecutive Fiscal Quarters
to be less than 1.50 to 1.00.”
1.2.
Amendment of Section 10.2 .
Section 10.2(a) of the Note Agreement is amended to read
in its entirety as follows:
“(a)
The Company will not at any time permit the aggregate amount of
Indebtedness (other than Indebtedness owing to the Company or a
Wholly-Owned Subsidiary) of all Subsidiaries, other than IMS Japan
KK and IMS AG, to exceed $50,000,000; provided, however, that IMS
Japan KK and IMS AG, collectively, may incur Indebtedness solely
for the purposes of repatriating undistributed earnings in an
aggregate amount not to exceed $500,000,000.”
1.3
Defined Terms . Schedule B of the Note Agreement
is amended as follows:
(a)
The following new de
