Exhibit 4.1
IMS HEALTH
INCORPORATED
SECOND AMENDMENT
TO NOTE PURCHASE AGREEMENT
$150,000,000
Principal Amount
4.60% Senior Notes due 2008
Dated as of December 15,
2006
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 as amended as of
August 26, 2005 and as further amended (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). 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 10.2 . 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 in an
aggregate amount not to exceed $800,000,000.”
1.2.
Defined Terms . The definition of “Credit
Agreement” contained in Schedule B of the Note Agreement is
hereby deleted and replaced with the following:
“Credit
Agreement” means
the Credit Agreement, dated as of July 27, 2006, among IMS, IMS AG
and IMS Japan K.K., as borrowers, the lenders from time to time
party thereto, Wachovia Bank, National Association, as
administrative agent, Barclays Bank PLC and ABN Amro Bank N.V., as
co-syndication agents, Suntrust Bank and Bank of America, N.A., as
co-documentation agents and Wachovia Capital Markets, LLC, as lead
arranger and sole book runner, as such agreement may be amended,
modified, supplemented, refinanced or replaced from time to
time.
2.
REAFFIRMATION; AUTHORIZATION
2.1.
Reaffirmation of Note Agreement . The Company
reaffirms its agreement to comply with each of the covenants,
agreements and other provisions of the Note Agreement and the
Notes, including the amendments of such provisions effected by this
Second Amendment (the “Amendment”).
2.2.
No Default or Event of Default . There currently
exists, and after giving ef
