Exhibit 99.2
EXECUTION COPY
IMS HEALTH
INCORPORATED
FIRST SUPPLEMENT TO
MASTER NOTE PURCHASE AGREEMENT
Dated as of
February 6, 2008
Re: $240,000,000
Senior Notes, Series 2008-A
Tranche 1 PPN: 449934 A#5
Tranche 2 PPN: 449934 B*8
IMS HEALTH
INCORPORATED
1499 Post
Road
Fairfield,
CT
(203)
319-4700
Fax (203)
319-4533
FIRST SUPPLEMENT TO
MASTER NOTE PURCHASE
AGREEMENT DATED AS OF
APRIL 27, 2006
Dated as of February 6, 2008
TO
EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:
Ladies and Gentlemen:
This First Supplement to Master Note Purchase
Agreement (the “First Supplement”) is between IMS
HEALTH INCORPORATED, a Delaware corporation (the
“Company”), and the institutional investors named on
the attached Schedule A (the “Purchasers”).
Reference is hereby made to the Master Note
Purchase Agreement dated as of April 27, 2006 (the “Note
Purchase Agreement”) between the Company and the purchasers
listed on Schedule A thereto. Capitalized terms not otherwise
defined herein shall have the meanings ascribed in the Note
Purchase Agreement. Reference is further made to
Section 1.2 of the Note Purchase Agreement, which provides
that each series of Additional Notes will be issued pursuant to a
Supplement. The Master Note Purchase Agreement as
supplemented by this First Supplement is sometimes referred to as
this “Agreement.”
The
Company agrees with the Purchasers as follows:
1.
Authorization of the New Series of Additional Notes
. The Company has authorized the issue and sale of
$240,000,000 aggregate principal amount of Additional Notes
consisting of (i) $105,000,000 aggregate principal amount of
5.58% Senior Notes, Series 2008-A, Tranche 1, due
February 6, 2015 (the “Series 2008-A, Tranche 1,
Notes”) and (ii) $135,000,000 aggregate principal amount
of 5.99% Senior Notes, Series 2008-A, Tranche 2, due
February 6, 2018 (the “Series 2008-A, Tranche 2,
Notes” and, together with the Series 2008-A, Tranche 1,
Notes, the “Series 2008-A Notes”). The
Series 2008-A Notes, together with the Series 2006-A
Notes heretofore issued pursuant to the Note Purchase Agreement and
each series of Additional Notes that may from time to time
hereafter be issued pursuant to the provisions of Section 1.2
of the Note Purchase Agreement, are collectively referred to as the
“Notes ” (such term shall also include any such
notes issued in exchange or substitution therefor pursuant to
Section 13 of the Note Purchase Agreement). The
Series 2008-A Notes shall be substantially in the forms set
out in Exhibits 1(a) and 1(b) to this First
Supplement, with such changes therefrom,
if
any, as may be approved by you and the other Purchasers named in
the attached Schedule A (the “Other Purchasers”) and
the Company.
2.
Sale and Purchase of Series 2008-A Notes .
Subject to the terms and conditions herein and in the Note Purchase
Agreement, the Company will issue and sell to you and each of the
Other Purchasers, and you and each of the Other Purchasers will
purchase from the Company, at the Closing provided for in
Section 3, Series 2008-A Notes in the principal amount
specified opposite your respective names in the attached Schedule A
at the purchase price of 100% of the principal amount
thereof. Your obligation hereunder and the obligations of the
Other Purchasers are several and not joint obligations and you
shall have no liability to any Person for the performance or
non-performance by any Other Purchaser hereunder.
3.
Closing . The sale and purchase of the
Series 2008-A Notes to be purchased by the Purchasers shall
occur at the offices of Foley & Lardner LLP, 321 N. Clark
Street, Suite 2800, Chicago, Illinois 60610-4764 at
9:00 a.m., Chicago time, at a closing (the
“Closing”) on February 6, 2008 or on such other
Business Day thereafter on or prior to February 29, 2008 as
may be agreed upon by the Company and you and the Other
Purchasers. At the Closing, the Company will deliver to you
the Series 2008-A Notes to be purchased by you in the form of
a single Note (or such greater number of Series 2008-A Notes
in denominations of at least $100,000 as you may request) dated the
date of the Closing and registered in your name (or in the name of
your nominee), against delivery by you to the Company or its order
of immediately available funds in the amount of the purchase price
therefor by wire transfer of immediately available funds for the
account of the Company to account number 323 094 651 at JP Morgan
Chase Bank, New York, New York, ABA No. 021 000 021. If
at the Closing the Company fails to tender such Series 2008-A
Notes to you as provided above in this Section 3, or any of
the conditions specified in Section 4 shall not have been
fulfilled to your satisfaction, you shall, at your election, be
relieved of all further obligations under this First Supplement,
without thereby waiving any rights you may have by reason of such
failure or such nonfulfillment.
4.
Conditions to Closing . Your obligation to purchase
and pay for the Series 2008-A Notes to be sold to you at the
Closing is subject to the fulfillment to your satisfaction, prior
to or at the Closing, of the conditions set forth in Section 4
of the Note Purchase Agreement, as hereafter modified, with respect
to the Series 2008-A Notes with the same force and effect as
if each reference to “Series 2006-A Notes” set
forth therein was modified to refer to the
“Series 2008-A Notes” and each reference to
“this Agreement” therein was modified to refer to the
Note Purchase Agreement as supplemented by this First Supplement,
and to the following additional conditions:
(a)
Except as supplemented, amended or superseded by the
representations and warranties set forth in Schedule 4, each of the
representations and warranties of the Company set forth in
Section 5 of the Note Purchase Agreement shall be correct as
of the date of Closing and the Company shall have delivered to each
Purchaser an Officer’s Certificate, dated the date of the
Closing certifying that such condition has been
fulfilled.
(b)
Contemporaneously with the Closing, the Company shall sell to each
Purchaser, and each Purchaser shall purchase, the
Series 2008-A Notes to be purchased by such Purchaser at the
Closing as specified in Schedule A.
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5.
Prepayment of the Series 2008-A Notes.
(a)
No Scheduled Payments . No regularly scheduled
prepayments are due on the Series 2008-A Notes prior to their
stated maturity.
(b)
Optional Prepayments with Make-Whole Amount . The
provisions of Section 8.2 of the Note Purchase Agreement shall
apply to the Series 2008-A Notes and all references to
“Series 2006-A Notes” therein shall be deemed to
also refer to the Series 2008-A Notes.
(c)
Offer to Prepay Upon Change of Control . The
provisions of Section 8.3 of the Note Purchase shall apply to
the Series 2008-A Notes.
(d)
Section 10.6 of the Note Purchase Agreement . The
Series 2008-A Notes are subject to the provisions of
Section 10.6 of the Note Purchase Agreement regarding
prepayments of Notes.
(e)
Additional Provisions . The provisions of Sections 8.4
through 8.7 of the Note Purchase Agreement shall apply to the
Series 2008-A Notes.
6.
Representations of the Purchasers . Each Purchaser
represents and warrants that the representations and warranties set
forth in Section 6 of the Note Purchase Agreement are true and
correct on the date hereof with respect to the purchase of the
Series 2008-A Notes by such Purchaser.
7.
Amendment and Waiver . In addition to, and
notwithstanding the provisions of Section 17.1 of the Note
Purchase Agreement, no amendment or waiver of any of the provisions
of Section 2, 3, 4, 5, 6, 7, 8 or 9 of this First Supplement,
or any defined term (as it is used therein), will be effective as
to you unless consented to by you in writing.
8.
Revisions to Note Purchase Agreement . The Note
Purchase Agreement is amended as follows:
(a)
Section 10.1 is deleted and replaced in its entirety with the
following:
“10.1
Consolidated Debt Ratio.
(a)
The Company will not permit the ratio of Consolidated Debt to
Consolidated EBITDA (for the then most recently completed four
fiscal quarters) to be greater than 3.5 to 1.00 at any
time.
(b)
If at any time the Leverage Ratio (or any debt test measuring
consolidated debt to consolidated EBITDA contained in the Credit
Agreement), in each case for the then most recently completed four
fiscal quarters, exceeds either (i) a number that is 0.15 less
than the maximum ratio then permitted under the Credit Agreement or
(ii) 3.25 to 1.00, then, within 90 days thereafter, you, each
other holder of a Note, each holder of any notes outstanding under
Master Note Purchase
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Agreement dated as
of January 27, 2006 among IMS Japan K.K., the Company and the
purchasers named therein (the “IMS Japan Note
Agreement”), and the banks party to the Credit Agreement (the
“Banks” and, together with you and such other holders,
the “Credit Parties”) shall enter into an intercreditor
agreement on terms reasonably satisfactory to all Credit Parties
and providing, among other things, that following the occurrence of
an event of default under the Note Purchase Agreement, the IMS
Japan Note Agreement or the Credit Agreement, any payment, proceeds
or collateral received from the Company or any of its Subsidiaries
in respect of any Debt held by any Credit Party shall be shared on
a ratable basis with the other Credit Parties. 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). For the
purposes of Section 10.1(b)(i) only, Leverage Ratio shall
be determined as provided under the Credit Agreement in effect at
the time of such determination. For the purposes of
Section 10.1(b)(ii) only, Leverage Ratio shall mean the
ratio of Consolidated Debt to Consolidated EBITDA (for the then
most recently completed four fiscal quarters).”
(b)
Section 10.2 is deleted and replaced in its entirety with the
following:
“10.2
Fixed Charge Coverage Ratio.
The
Company will not permit the ratio of Consolidated EBITDAR to Fixed
Charges (in each case for the then most recently completed four
fiscal quarters) to be less than 2.75 to 1.00 at any
time.”
(c)
Section 10.3 is deleted and replaced in its entirety with the
following:
“10.3
Priority Debt.
The
Company will not permit Priority Debt at any time to exceed 10% of
Consolidated Total Assets as of the end of the most recently ended
fiscal quarter of the Company.”
(d)
Section 10.5 is deleted and replaced in its entirety with the
following:
“10.5 Merger, Consolidation,
etc.
The Company will not, and will not permit any of its Restricted
Subsidiaries to, consolidate with or merge with any other Person or
convey, transfer or lease all or substantially all of its assets in
a single transaction or series of transactions to any Person;
provided that:
(a) any
Restricted Subsidiary may (x) consolidate with or merge with,
or convey, transfer or lease all or substantially all of its assets
in a single transaction or series of transactions to, (i) the
Company or a
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Restricted Subsidiary so long as in any merger
or consolidation involving the Company, the Company is the
surviving or continuing corporation or (ii) any other Person
so long as the survivor is a Restricted Subsidiary, or
(y) convey, transfer or lease all of its assets in compliance
with the provisions of Section 10.6; and
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