Exhibit 10.5


 


EXECUTION COPY


 


 


EIGHTH AMENDED AND RESTATED


AGREEMENT OF


LIMITED PARTNERSHIP


 


Of


 


IMS HEALTH LICENSING
ASSOCIATES, L.P.,


 


A Delaware limited partnership


 


By and Among


 


 


IMS AG,


COORDINATED MANAGEMENT SYSTEMS,
INC.,


UTRECHT-AMERICA FINANCE CO.,


AND


EDAM, L.L.C.


 


 


Dated as of July 1, 2003


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
  THE PARTNERSHIP

  	
   

  
	
   

  	
   

  
	
  SECTION 1.01. Formation/Continuation

  	
   

  
	
  SECTION 1.02. Name

  	
   

  
	
  SECTION 1.03. Purpose

  	
   

  
	
  SECTION 1.04. Principal Place of Business

  	
   

  
	
  SECTION 1.05. Term

  	
   

  
	
  SECTION 1.06. Filings; Agent for Service
  of Process

  	
   

  
	
  SECTION 1.07. Title to Property

  	
   

  
	
  SECTION 1.08. Payments of Individual
  Obligations

  	
   

  
	
  SECTION 1.09. Independent Activities;
  Transactions with Affiliates

  	
   

  
	
  SECTION 1.10. Definitions

  	
   

  
	
  SECTION 1.11. Other Terms

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  PARTNERS’ CAPITAL
  CONTRIBUTIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 2.01. Limited Partner

  	
   

  
	
  SECTION 2.02. Additional Capital
  Contributions

  	
   

  
	
  SECTION 2.03. Obligations Under
  Contribution Agreements

  	
   

  
	
  SECTION 2.04. Other Matters

  	
   

  
	
  SECTION 2.05. Capital Accounts and
  Percentage Interests

  	
   

  
	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  ALLOCATIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 3.01. Profits

  	
   

  
	
  SECTION 3.02. Losses

  	
   

  
	
  SECTION 3.03. Special Gain and Loss
  Allocations

  	
   

  
	
  SECTION 3.04. Other Special Allocations

  	
   

  
	
  SECTION 3.05. Curative Allocations

  	
   

  
	
  SECTION 3.06. Loss Limitation

  	
   

  
	
  SECTION 3.07. Other Allocation Rules

  	
   

  
	
  SECTION 3.08. Tax Allocations:  Code
  Section 704(c)

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  DISTRIBUTIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 4.01. Cash Flow

  	
   

  
	
  SECTION 4.02. Amounts Withheld

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  V

  	
   

  
	
  MANAGEMENT

  	
   

  
	
   

  	
   

  
	
  SECTION 5.01. Authority of the General
  Partner

  	
   

  
	
  SECTION 5.02. Right to Rely on the General
  Partner

  	
   

  
	
  SECTION 5.03. Restrictions on Authority of
  the General Partner

  	
   

  



 


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  SECTION 5.04. Duties and Obligations of
  the General Partner

  	
   

  
	
  SECTION 5.05. Indemnification of the
  Partners

  	
   

  
	
  SECTION 5.06. Compensation and Expenses

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  ROLE OF LIMITED
  PARTNERS

  	
   

  
	
   

  	
   

  
	
  SECTION 6.01. Rights or Powers

  	
   

  
	
  SECTION 6.02. Voting Rights

  	
   

  
	
  SECTION 6.03. Procedure for Consent

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  VII

  	
   

  
	
  REPRESENTATIONS,
  WARRANTIES AND COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION 7.01. In General

  	
   

  
	
  SECTION 7.02. Representations and
  Warranties

  	
   

  
	
  SECTION 7.03. Covenant of Edam

  	
   

  
	
  SECTION 7.04. Covenant of Class A Limited
  Partners

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  ACCOUNTING;
  BOOKS AND RECORDS

  	
   

  
	
   

  	
   

  
	
  SECTION 8.01. Accounting; Books and
  Records

  	
   

  
	
  SECTION 8.02. Reports

  	
   

  
	
  SECTION 8.03. Tax Matters

  	
   

  
	
  SECTION 8.04. Proprietary Information

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  AMENDMENTS; MEETINGS

  	
   

  
	
   

  	
   

  
	
  SECTION 9.01. Amendments

  	
   

  
	
  SECTION 9.02. Meetings of the Partners

  	
   

  
	
  SECTION 9.03. Consent

  	
   

  
	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  TRANSFERS OF INTERESTS

  	
   

  
	
   

  	
   

  
	
  SECTION 10.01. Restriction on Transfers

  	
   

  
	
  SECTION 10.02. Permitted Transfers

  	
   

  
	
  SECTION 10.03. Conditions to Permitted
  Transfers

  	
   

  
	
  SECTION 10.04. Prohibited Transfers

  	
   

  
	
  SECTION 10.05. Rights of Unadmitted
  Assignees

  	
   

  
	
  SECTION 10.06. Admission as
  Substituted Partners

  	
   

  
	
  SECTION 10.07. Distributions with Respect
  to Transferred Interests

  	
   

  
	
  SECTION 10.08. Retirement of Limited
  Partners’ Interests in the Partnership; 

  	
   

  
	
  Determination of Mark-to-Market Values
  and Gross Asset Values

  	
   

  
	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  GENERAL PARTNER

  	
   

  
	
   

  	
   

  
	
  SECTION 11.01. Covenant Not to Withdraw,
  Transfer, or Dissolve

  	
   

  



 


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  SECTION 11.02. Termination of Status
  as General Partner

  	
   

  
	
  SECTION 11.03. Election of New General
  Partners

  	
   

  
	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
  DISSOLUTION AND
  WINDING UP

  	
   

  
	
   

  	
   

  
	
  SECTION 12.01. Liquidating Events

  	
   

  
	
  SECTION 12.02. Winding Up

  	
   

  
	
  SECTION 12.03. Restoration of Deficit
  Capital Accounts; Compliance With Timing Requirements of Regulations

  	
   

  
	
  SECTION 12.04. Deemed Contribution and
  Distribution

  	
   

  
	
  SECTION 12.05. Rights of Partners

  	
   

  
	
  SECTION 12.06. Notice of Dissolution

  	
   

  
	
  SECTION 12.07. Liquidation Guaranteed
  Payment

  	
   

  
	
  SECTION 12.08. Character of
  Liquidating Distributions

  	
   

  
	
  SECTION 12.09. The Liquidator

  	
   

  
	
  SECTION 12.10. Form of Liquidating
  Distributions

  	
   

  
	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
  POWER OF ATTORNEY

  	
   

  
	
   

  	
   

  
	
  SECTION 13.01. General Partner as
  Attorney-In-Fact

  	
   

  
	
  SECTION 13.02. Nature of Special Power

  	
   

  
	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  
	
  NOTICE EVENTS

  	
   

  
	
   

  	
   

  
	
  SECTION 14.01. Notice Events

  	
   

  
	
  SECTION 14.02. Liquidation Notice

  	
   

  
	
  SECTION 14.03. Electing Partners’
  Purchase Option

  	
   

  
	
   

  	
   

  
	
  ARTICLE XV

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  SECTION 15.01. Notices

  	
   

  
	
  SECTION 15.02. Binding Effect

  	
   

  
	
  SECTION 15.03. Construction

  	
   

  
	
  SECTION 15.04. Headings

  	
   

  
	
  SECTION 15.05. Severability

  	
   

  
	
  SECTION 15.06. Variation of Pronouns

  	
   

  
	
  SECTION 15.07. Governing Law

  	
   

  
	
  SECTION 15.08. Waiver of Action for
  Partition

  	
   

  
	
  SECTION 15.09. Waiver of Jury Trial

  	
   

  
	
  SECTION 15.10. Consent to Jurisdiction

  	
   

  
	
  SECTION 15.11. Counterpart Execution

  	
   

  
	
  SECTION 15.12. Sole and Absolute
  Discretion

  	
   

  
	
  SECTION 15.13. Specific Performance

  	
   

  



 


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  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  Exhibit A

  	
  Form Demand Promissory Note and Guaranty of
  Payment

  	
   

  
	
  Exhibit B

  	
  Form Confidentiality Certificate

  	
   

  
	
  Exhibit C-1

  	
  Form Transferor Certificate

  	
   

  
	
  Exhibit C-2

  	
  Form Transferee Certificate

  	
   

  
	
  Exhibit D

  	
  Form of Master Lease

  	
   

  



 


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EIGHTH AMENDED AND RESTATED


AGREEMENT OF LIMITED
PARTNERSHIP


OF


IMS HEALTH LICENSING
ASSOCIATES, L.P.,


A DELAWARE LIMITED PARTNERSHIP


 


EIGHTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP, dated as of the 1st day of July,
2003, by and among IMS AG, a corporation organized under the laws of
Switzerland and successor in interest to IMS Pharminform Holding AG, as the
General Partner, Utrecht-America Finance Co., a Delaware corporation (“Utrecht”) and Edam, L.L.C., a
Delaware limited liability company (“Edam”), as
the Class A Limited Partners, and COORDINATED MANAGEMENT SYSTEMS, INC., a
Delaware corporation (“CMS”), as
the Class B Limited Partner.


 


ARTICLE I

THE PARTNERSHIP


 


SECTION 1.01.  Formation/Continuation.


 


The Partnership was formed on June 7, 1993.  The Partners hereby agree to continue the
Partnership as a limited partnership pursuant to the provisions of the Act and
upon the terms and conditions set forth in this Agreement.  This Agreement
completely amends, restates and supersedes that certain Seventh Amended and
Restated Agreement of Limited Partnership of IMS Health Licensing Associates,
L.P. effective as of July 1, 2000 (the “Seventh
Amended Partnership Agreement”).


 


SECTION 1.02.  Name.


 


The name of the Partnership
shall continue to be IMS Health Licensing Associates, L.P., and all business of
the Partnership shall be conducted in such name or, in the discretion of the
General Partner, under any other name; provided that,
the General Partner may change the name of the Partnership only upon ten (10)
Business Days’ notice to the Limited Partners.


 


SECTION 1.03.  Purpose.


 


The purpose of the Partnership
is to engage in the business of owning certain investments in Permitted Assets
and to manage, protect, conserve and dispose of such investments in Permitted
Assets and to make such additional investments and engage in such additional
business endeavors as are permitted under this Agreement or otherwise as the
Partners may agree, and to engage in activities related or incidental
thereto.  The Partnership shall have the
power to do any and all acts necessary, appropriate, proper, advisable,
incidental or convenient to or in furtherance of the purpose of the Partnership
and shall have without limitation, any and all powers that may be exercised on
behalf of the Partnership by the General Partner pursuant to
Section 1.09(c) and Article V hereof.


 





















 


SECTION 1.04.  Principal Place of Business.


 


The principal place of business
of the Partnership shall continue to be at Dorfplatz 4, 6330 Cham,
Switzerland.  The General Partner may
change the principal place of business of the Partnership to any other place
within Switzerland upon ten (10) Business Days’ notice to the Limited
Partners.  The registered office of the Partnership in the State of
Delaware is located at The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801.


 


SECTION 1.05.  Term.


 


The term of the Partnership
commenced on the date the certificate of limited partnership described in
Section 17-201 of the Act (the “Certificate”) was filed
in the office of the Secretary of State of the State of Delaware in accordance
with the Act and shall continue until the winding up and liquidation of the
Partnership and its business is completed following a Liquidating Event as
provided in Article XII hereof.


 


SECTION 1.06.  Filings; Agent for Service of Process.


 


(a)           The
General Partner has caused the Certificate to be filed in the office of the
Secretary of State of the State of Delaware in accordance with the provisions
of the Act.  The General Partner shall take any and all other actions
including without limitation the filing of amendments to the Certificate
reasonably necessary to perfect and maintain the status of the Partnership as a
limited partnership under the laws of the State of Delaware or any other states
in which the Partnership is engaged in business.  The General Partner shall cause amendments to
the Certificate to be filed whenever required by the Act.  Such amendments
may be executed by the General Partner and by each Person designated in the
amendment as a new General Partner.


 


(b)           The
registered agent for service of process on the Partnership in the State of
Delaware shall continue to be The Corporation Trust Company, Corporation Trust
Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801
or any successor as appointed by the General Partner in accordance with the
Act.


 


(c)           Upon
the dissolution and completion of the winding up and liquidation of the
Partnership, the General Partner (or, in the event there is no remaining
General Partner, any Person appointed pursuant to Section 12.09 hereof)
shall promptly execute and cause to be filed certificates of cancellation in
accordance with the Act and the laws of any other states or jurisdictions in which
the General Partner or such other appointed Person, as the case may be, deems
such filing necessary or advisable.


 


SECTION 1.07.  Title to Property.


 


All property owned by the
Partnership or the Partnership Subsidiary shall be owned by the Partnership or
the Partnership Subsidiary as an entity and no Partner shall have any ownership
interest in such property in its individual name or right, and each Partner’s
interest in the Partnership shall be personal property for all purposes. 
The Partnership shall hold all of its property in the name of the Partnership
and not in the name of any Partner.


 


2





















 


SECTION 1.08.  Payments of Individual Obligations.


 


The
Partnership’s credit and assets shall be used solely for the benefit of the
Partnership, and no asset of the Partnership shall be Transferred or encumbered
for or in payment of any individual obligation of any Partner.


 


SECTION 1.09.  Independent Activities; Transactions with
Affiliates.


 


(a)           The
General Partner and any of its Affiliates shall be required to devote only such
time to the affairs of the Partnership as the General Partner determines in its
sole discretion may be necessary to manage and operate the Partnership, and
each such Person, shall be free to serve any other Person or enterprise in any
capacity that it may deem appropriate in its discretion.


 


(b)           To
the extent permitted by applicable law and except as otherwise provided in this
Agreement, each Partner acknowledges that the other Partners (each acting on
its own behalf) and their Affiliates are free to engage or invest in an
unlimited number of activities or businesses, any one or more of which may be
related to the activities or businesses of the Partnership, without having or
incurring any obligation to offer any interest in such activities or businesses
to the Partnership or any Partner, and neither this Agreement nor any activity
undertaken pursuant to this Agreement shall prevent any Partner or its
Affiliates from engaging in such activities, or require any Partner to permit
the Partnership or any Partner or its Affiliates to participate in any such
activities, and as a material part of the consideration for the execution of
this Agreement by each Partner, each Partner hereby waives, relinquishes, and
renounces any such right or claim of participation.  The Partners
acknowledge that certain conflicts of interest may thus arise and hereby agree
that the specific rights with respect to the Partners’ and their Affiliates’
freedom of action provided in this Section 1.09(b) are sufficient to
protect their respective interests in relation to such possible conflicts and
are to be in lieu of all other possible limitations which might otherwise be
implied in fact, in law or in equity.


 


(c)           To
the extent permitted by applicable law and except as otherwise provided in this
Agreement, the General Partner, when acting on behalf of the Partnership, is
hereby authorized to purchase property from, sell property to or otherwise deal
with any Partner, acting on its own behalf, or any Affiliate of any Partner; provided that any such purchase, sale or other transaction
shall be in the ordinary course of the Partnership’s business and shall be made
on terms and conditions which are no less favorable to the Partnership than if
the sale, purchase or other transaction had been made with an independent third
party on prevailing market terms.  The Partners agree that the 2003 IMS
Lease, the Demand Loans, IMS Health Guaranteed Demand Loans, the Demand Notes,
the Fifth CMS Contribution Agreement, any Term Note to Spartan entered into
pursuant to Section 5.03(j) hereof and any Master Lease entered into
pursuant to Section 5.04(h) hereof satisfy this independent third-party
standard and the Partners hereby authorize the General Partner to cause the
Partnership or the Partnership Subsidiary to enter into the documents
referenced in this Section 1.09(c) or confirm that the General Partner was
authorized to cause the Partnership or the Partnership Subsidiary to have
entered into the documents referenced in this Section 1.09(c) that were
entered into prior to the Closing Date.


 


(d)           Each
Partner and any Affiliate thereof may also borrow money from, and transact
other business with the Partnership and, subject to other applicable law, has
the same rights and 


 


3





















 


obligations with respect thereto as a Person who is
not a Partner.  The existence of these
relationships and acting in such capacities will not result in any Limited
Partner being deemed to be participating in the control of the business of the
Partnership or otherwise affect the limited liability of any Limited Partner.


 


SECTION 1.10.  Definitions.


 


Capitalized words and phrases
used in this Agreement have the following meanings:


 


“2003 CMS Improvements” has the meaning set forth in
subparagraph (i) of the definition of “Permitted Assets.”


 


“2003 IMS Health Lease” means that certain Lease Agreement, dated as of
July 1, 2003 (as amended or otherwise modified from time to time), between
the Partnership and IMS Health pursuant to which CMS Intangible Assets are
leased to IMS Health.


 


“Act” means the Delaware Revised Uniform Limited
Partnership Act, as set forth in Del. Code Ann. Tit. 6,
Sections 17-101 to 17-1111, as amended, modified or supplemented from time
to time (or any corresponding provisions of succeeding law).


 


“Additional Capital Contributions” means, with respect to each Partner, the
Capital Contributions made by such Partner (or its predecessors in interest)
pursuant to Section 2.02 hereof (or its predecessor provision).


 


“Adjusted Capital Account Deficit” means, with respect to each Limited Partner,
the deficit balance, if any, in such Limited Partner’s Capital Account as of
the end of the relevant Allocation Year, after giving effect to the following
adjustments:


 


(i)            Credit to such Capital Account any amounts which such
Limited Partner is deemed to be obligated to restore pursuant to the
penultimate sentences of Regulations Sections 1.704-2(g)(1) and
1.704-2(i)(5); and


 


(ii)           Debit to such Capital Account the items described in
Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and
1.704-1(b)(2)(ii)(d)(6) of the Regulations.


 


The foregoing definition of
Adjusted Capital Account Deficit is intended to comply with the provisions of
Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted
consistently therewith.


 


“Affiliate” means, with respect to any Person, (i) any
Person directly or indirectly controlling, controlled by or under common
control with such Person, (ii) any officer, director or general partner of
such Person, or (iii) any Person who is an officer, director, general
partner or trustee of any Person described in clauses (i) or (ii) of this
sentence.   For purposes of this
definition, the term “control,”
(including, with correlative meanings, the terms “controlling,”
“controlled by” or “under common control with”) means
the possession, direct or indirect, of the power to direct or cause the
direction of the 


 


4





















 


management
and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise.


 


“Agreement” means this Eighth Amended and Restated
Agreement of Limited Partnership, as amended, modified or supplemented from time
to time.  All references in this Agreement to “Section” or “Sections” are
to a section or sections of this Agreement unless otherwise specified.


 


“Allocation Year” means (i) the period commencing on
July 1, 2003 and ending on December 31, 2003, (ii) any
subsequent period commencing on January 1 and ending on the following
December 31, or (iii) any portion of the period described in
clause (i) or (ii) for which the Partnership is required to allocate
Profits, Losses and other items of Partnership income, gain, loss or deduction
pursuant to Article III hereof.


 


“Alternative Appraiser” means any of the “Big Four” accounting firms
(including appraisal divisions thereof or successors thereto), American
Appraisal Associates Inc., Duff & Phelps LLC, Empire Appraisal Company,
Hempstead & Co., Stephen C. Gerard (including any firm with which he
is associated), Standard & Poor’s Corporate Value Consulting, a division of
The McGraw-Hill Companies, Inc., or with the consent of all Partners, any firm
recommended by any of the foregoing Alternative Appraisers.


 


“Bankruptcy” means, with respect to any Person, a Voluntary
Bankruptcy or an Involuntary Bankruptcy. 
A “Voluntary Bankruptcy” means,
with respect to any Person, (a)(i) the inability of such Person generally
to pay its debts as such debts become due, (ii) the failure of such Person
generally to pay its debts as such debts become due, or (iii) an admission
in writing by such Person of its inability to pay its debts generally or a
general assignment by such Person for the benefit of creditors, (b) the
filing of any petition or answer by such Person seeking to adjudicate it a
bankrupt or insolvent, or seeking for itself any liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
such Person or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking, consenting to, or acquiescing
in the entry of an order for relief or the appointment of a receiver, trustee,
custodian or other similar official for such Person or for any substantial part
of its property, or (c) corporate action taken by such Person to authorize
any of the actions set forth above.  An “Involuntary Bankruptcy” means, with
respect to any Person, without the consent or acquiescence of such Person, the
entering of an order for relief or approving a petition for relief or
reorganization or any other petition seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or other similar relief
under any present or future bankruptcy, insolvency or similar statute, law or
regulation, or the filing of any such petition against such Person which
petition shall not be dismissed within sixty (60) days, or, without the
consent or acquiescence of such Person, the entering of an order appointing a
trustee, custodian, receiver or liquidator of such Person or of all or any
substantial part of the property of such Person which order shall not be
dismissed within sixty (60) days.  It is
the intent of the Partners that these definitions supersede those set forth in
Section 17-402(d)(4) of the Act.


 


“Basic
Term” shall have the meaning set forth in Section 1 of the
Master Lease.


 


5





















 


“Business Day” means any day except Saturday or Sunday or any
other day on which commercial banks are required or authorized by law to close
in New York City, Bermuda or Zurich or on which dealings in deposits are not
carried on in the London interbank market.


 


“Capital Account” means, with respect to any Partner, the Capital
Account maintained for such Partner in accordance with the following
provisions:


 


(i)            To each Partner’s Capital Account there shall be credited
such Partner’s Capital Contributions, such Partner’s distributive share of
Profits and any items in the nature of income or gain which are specially
allocated pursuant to Sections 3.03, 3.04 or 3.05 hereof.


 


(ii)           To each Partner’s Capital Account there shall be debited
the amount of cash and the Gross Asset Value of any Property distributed to
such Partner pursuant to any provision of this Agreement, such Partner’s
distributive share of Losses and any items in the nature of expenses or losses
which are specially allocated pursuant to Sections 3.03, 3.04 or 3.05
hereof.


 


(iii)          In the event all or a portion of an Interest in the
Partnership is Transferred in accordance with the terms of this Agreement, the
transferee shall succeed to the Capital Account of the transferor to the extent
it relates to the Transferred Interest.


 


The
foregoing provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Section 1.704-1(b)
of the Regulations, and they shall be interpreted and applied in a manner
consistent with such Regulations.  In the
event the General Partner shall determine that it is prudent to modify the
manner in which the Capital Accounts, or any debits or credits thereto
(including, without limitation, debits or credits relating to liabilities which
are secured by contributed or distributed property or which are assumed by the
Partnership or any Partner), are computed in order to comply with such
Regulations, the General Partner may make such modification, provided that it is not likely to have a Material Adverse
Effect on the amounts distributable to any Partner pursuant to Article XII
hereof upon the dissolution of the Partnership. 
The General Partner also shall (i) make any adjustments that are
necessary or appropriate to maintain equality between the Capital Accounts of
the Partners and the amount of Partnership capital reflected on the Partnership’s
balance sheet, as computed for book purposes, in accordance with Regulations
Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate
modifications in the event unanticipated events might otherwise cause this
Agreement not to comply with Regulations Section 1.704-1(b), provided that, to the extent that any such adjustment is
inconsistent with other provisions of this Agreement and would have a Material
Adverse Effect on any Limited Partner, such adjustment shall require the
consent of such Limited Partner.


 


“Capital Contributions” means, with respect to any Partner, the amount
of money and the initial Gross Asset Value of any property (other than money)
contributed to the 


 


6





















 


Partnership
by such Partner (or its predecessors in interest) with respect to the Interest
in the Partnership held by such Partner.


 


“Cash
Available for Distribution” for any Fiscal Quarter means the
gross cash proceeds of the Partnership less the
portion thereof used to pay or establish reasonable reserves for all
Partnership expenses (including, without limitation, taxes), all as determined
by the General Partner.  “Cash Available
for Distribution” will not be reduced by depreciation, depletion, amortization,
cost recovery deduction, or similar allowances, and will be increased by any
reductions of reserves previously established pursuant to the first sentence of
this definition.


 


“Cash
Equivalents” shall mean cash and any of the following:
(i) readily marketable direct obligations of the Government of the United
States or any agency or instrumentality thereof or obligations unconditionally
guaranteed by the full faith and credit of the Government of the United States,
or (ii) certificates of deposit of or time or demand deposits with
(A) any commercial bank that is a member of the Federal Reserve System,
the parent of which issues commercial paper rated at least P-1 (or the
equivalent grade) by Moody’s or A-1 (or the then equivalent grade) by S&P,
is organized under the laws of the United States or any State thereof, and the
long term unsecured debt of which is rated A2 or better by Moody’s and A or
better by S&P or (B) any commercial bank organized under the laws of
any OECD member country (as of the effective date of this Agreement) which is
not subject to currency controls and the long term unsecured debt of which is
rated A2 or better by Moody’s and A or better by S&P; provided,
however, that all Property described in this definition other than
cash shall have a maturity of not longer than ninety (90) days.


 


“Certificate” has the meaning set forth in Section 1.05
hereof.


 


“Class A Limited Partner” means any Person who (i) is referred to as
such in the introductory statement of this Agreement or who has become a
substituted Class A Limited Partner pursuant to the terms of this
Agreement, and (ii) has not ceased to be a Class A Limited Partner.


 


“Class B Limited Partner” means any Person who (i) is referred to as
such in the introductory statement of this Agreement or who has become a
substituted Class B Limited Partner pursuant to the terms of this
Agreement, and (ii) has not ceased to be a Class B Limited Partner.


 


“Closing Date” means July 1, 2003.


 


“Closing Date Capital Account” means, with respect to each Partner, the
Capital Account balance stated for such Partner in Section 2.05 hereof.


 


“CMS”
means Coordinated Management Systems, Inc., a Delaware corporation or any
successor in interest.


 


7





















 


“CMS
Additional Contribution Agreement” means that certain
Contribution Agreement, dated July 6, 1993, between CMS and the
Partnership pursuant to which CMS contributed the assets described therein to
the Partnership.


 


“CMS Intangible Assets” has the meaning set forth in
subparagraph (i) of the definition of “Permitted Assets.”


 


“Code” means the Internal Revenue Code of 1986, as
amended, modified or supplemented from time to time, or any successor legislation.


 


“Cognizant Event” has the meaning set forth in the Cognizant
Guaranty.


 


“CP Rate” has the meaning set forth in the form Demand
Note.


 


“Debt” of a Person means (i) any indebtedness for
borrowed money or deferred purchase price of property or services as evidenced
by a note, bond, or other instrument, (ii) obligations to pay money as
lessee under capital leases, (iii) to the extent of the fair market value
of any asset owned or held by such Person, obligations to pay money secured by
any mortgage, pledge, security interest, encumbrance, lien or charge of any
kind existing on such asset whether or not such Person has assumed or become
liable for the obligations secured thereby, (iv) obligations in respect of
accounts payable, other than accounts payable that are incurred in the ordinary
course of such Person’s business and are not delinquent or are being contested
in good faith by appropriate proceedings, and (v) obligations under direct
or indirect guarantees of (including obligations (contingent or otherwise) to
assure a creditor against loss in respect of) indebtedness or obligations of
the kinds referred to in clauses (i), (ii), (iii) and (iv) above.


 


“Demand
Loan” means a loan that is made by the Partnership or the
Partnership Subsidiary to, and at all times the obligor under which is, IMS
Health or any Affiliate of IMS Health and the obligations of IMS Health with
respect to which rank at all times at least pari passu with
all other senior unsecured Debt of IMS Health, provided
that each such Loan (i) is payable on demand, (ii) bears interest at
a floating rate (based on (a) 1-month, 2-month, 3-month, 6-month or
12-month LIBOR or (b) a 30-day, 60-day, 90-day or 180-day CP Rate) plus a margin that reflects the rate that would be charged
to IMS Health on an arm’s length basis (taking into account general credit
conditions as well as IMS Health’s debt ratings at the time the interest rate
on such borrowing is set), and the General Partner shall review the
appropriateness of the interest rates not less than every six months,
(iii) is denominated in U.S. dollars, and (iv) is evidenced by a
Demand Note including a Guaranty of Payment by IMS Health in the event that the
Loan is made to any Affiliate of IMS Health.


 


“Demand Note” means any promissory note evidencing a Demand
Loan in the form attached hereto as Exhibit A.


 


“Depreciation” means, for each Allocation Year, an amount
equal to the depreciation, amortization, or other cost recovery deduction
allowable for federal income tax purposes with respect to an asset for such
Allocation Year, except that (i) with respect to any asset whose Gross
Value differs from its adjusted tax basis for United States 


 


8





















 


federal
income tax purposes and which difference is being eliminated by use of the “remedial
method” defined by § 1.704-3(d) of the Regulations, Depreciation for such
Allocation Year shall be the amount of book basis recovered for such Allocation
Year under the rules prescribed by § 1.704-3(d)(2) of the Regulations; and
(ii) with respect to any other asset whose Gross Asset Value differs from
its adjusted basis for federal income tax purposes at the beginning of such
Allocation Year, Depreciation shall be an amount which bears the same ratio to
such beginning Gross Asset Value as the federal income tax depreciation,
amortization, or other cost recovery deduction for such Allocation Year bears
to such beginning adjusted tax basis; provided, however,
that if the adjusted basis for federal income tax purposes of an asset at the
beginning of such Allocation Year is zero, Depreciation shall be determined
with reference to such beginning Gross Asset Value using any reasonable method
selected by the General Partner.


 


“Early Liquidation Date” has the meaning set forth in the definition of “Early
Liquidation Premium.”


 


“Early Liquidation Premium” means, with respect to each Class A
Limited Partner, an amount determined for such Partner as of any date occurring
prior to June 30, 2006 on which (w) the Partnership is liquidated
pursuant to Article XII hereof, (x) such Partner’s Interest is
retired in whole or in part pursuant to Section 10.08 hereof or
(y) the Interest of such Class A Limited Partner is purchased pursuant to
Section 14.03 hereof (the “Early Liquidation Date”),
equal to the excess, if any, of (i) the present value of the deemed
quarterly distributions to be made to such Class A Limited Partner on the
last business day of each Fiscal Quarter equal to 2.9235% of such Class A Limited Partner’s
Unrecovered Capital as of the Early Liquidation Date during the period
beginning on the Early Liquidation Date and ending on June 30, 2006, minus (ii) the present value of a series of amounts
defined by the product of (A) such Class A Limited Partner’s
Unrecovered Capital as of the Early Liquidation Date multiplied by (B) a
percentage that will be determined by the sum of (1) the sum of
(a) the bid side of the Treasury yield plus
(b) the bid side of the interbank swap spread, in each case best
approximating the period between the Early Liquidation Date and ending on
June 30, 2006, plus
(2) 90 basis points.  The present
value determined under subparagraph (i) and the present value determined
under subparagraph (ii) shall each be calculated using the sum of
(X) the bid side of the Treasury yield, plus
(Y) the bid side of the interbank swap spread, in each case best
approximating the period between the Early Liquidation Date and ending on
June 30, 2006 as the discount rate.


 


“Edam”
means Edam, L.L.C., a Delaware limited liability company.


 


“Electing Partners” has the meaning set forth in
Section 14.03(a) hereof.


 


“Election Date” has the meaning set forth in
Section 14.03(a) hereof.


 


“Election Notice” has the meaning set forth in
Section 14.03(a) hereof.


 


“Expenses” means any and all judgments, damages or
penalties with respect to, or amounts paid in settlement of, claims (including,
but not limited to negligence, strict or 


 


9





















 


absolute
liability, liability in tort and liabilities arising out of violation of laws
or regulatory requirements of any kind), actions, or suits; and any and all
taxes (including, without limitation, taxes on any indemnification payments and
including interest, additions to tax and penalties), liabilities, obligations,
costs, expenses and disbursements (including, without limitation, reasonable
legal fees and expenses).


 


“Fifth
CMS Contribution Agreement” means that certain Contribution
Agreement effective as of July 1, 2003, between CMS and the Partnership
pursuant to which CMS contributed the assets described therein to the
Partnership.


 


“Fiscal Quarter” means (i) the period commencing on
July 1, 2003 and ending on September 30, 2003, and (ii) any
subsequent three-month period commencing on each of January 1, April 1,
July 1 and October 1 and ending on the next of March 31,
June 30, September 30 and December 31; provided
that the last fiscal quarter shall end on the date on which all Property is
distributed pursuant to Section 12.02 hereof and the Certificate has been
canceled pursuant to the Act.


 


“Fiscal Year” means any period commencing on January 1
and ending on the earlier to occur of (A) the following December 31,
or (B) the date on which all Property is distributed pursuant to
Section 12.02 hereof and the Certificate has been canceled pursuant to the
Act.


 


“Form Confidentiality Agreement” has the meaning set forth in
Section 10.03(a) hereof.


 


“Form Transferee Certificate” has the meaning set forth in
Section 10.03(f) hereof.


 


“Form Transferor Certificate” has the meaning set forth in
Section 10.03(f) hereof.


 


“Fourth
CMS Contribution Agreement” means that certain Contribution
Agreement entered into on July 31, 2000 and effective as of July 1,
2000, between CMS and the Partnership pursuant to which CMS contributed the
assets described therein to the Partnership.


 


“GAAP” means United States generally accepted
accounting principles, and with respect to the Partnership, as modified by
Regulations promulgated under Section 704(b) of the Code, as in effect
from time to time, applied on a basis consistent (except for changes concurred
in by the Partnership’s independent public accountants) with the most recent
audited financial statements of the Partnership delivered to the Class A
Limited Partners.


 


“General Partner” means any Person who (i) is referred to as
such in the introductory statement of this Agreement or has become a General
Partner pursuant to the terms of this Agreement, and (ii) has not ceased
to be a General Partner pursuant to the terms of this Agreement.


 


10





















 


“Gross Asset Value” means, with respect to any asset, the asset’s
adjusted basis for federal income tax purposes, except as follows:


 


(i)            The initial Gross Asset Value of any asset contributed by
a Partner to the Partnership shall be the gross fair market value of such asset
as determined pursuant to Section 2.02(c) hereof; provided
that the initial Gross Asset Value of the 2003 CMS Improvements shall be as set
forth in Section 2.01 hereof;


 


(ii)           The Gross Asset Values of all Partnership assets shall be
adjusted to equal their respective gross fair market values as determined in
accordance with Section 10.08(b)(i) in connection with the following
events:  (A) the acquisition of an
additional interest in the Partnership by any Partner in exchange for more than
a de minimis Capital Contribution;
(B) the distribution by the Partnership to a Partner of more than a de minimis amount of Property as consideration for an
interest in the Partnership; and (C) the liquidation of the Partnership
within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);


 


(iii)          The Gross Asset Value of any Partnership asset distributed
to any Partner shall be the gross fair market value of such asset as determined
in accordance with Section 10.08(b)(i) hereof (or, in the case of cash,
shall be its face amount) as of the date of such distribution; and


 


(iv)          The Gross Asset Values of Partnership assets shall be
increased (or decreased) to reflect any adjustments to the adjusted basis of
such assets pursuant to Code Section 734(b) or Code Section 743(b),
but only to the extent that such adjustments are taken into account in
determining Capital Accounts pursuant to Regulations
Section 1.704-1(b)(2)(iv)(m) and subparagraph (vii) of the
definition of “Profits” and “Losses” or Section 3.04(c) hereof; provided, however, that Gross Asset Values shall not be
adjusted pursuant to this subparagraph (iv) to the extent that an
adjustment pursuant to subparagraph (ii) is required in connection with a
transaction that would otherwise result in an adjustment pursuant to this
subparagraph (iv).


 


If the Gross Asset Value of an
asset has been determined or adjusted pursuant to subparagraph (i), (ii),
or (iv), such Gross Asset Value shall thereafter be adjusted by the
Depreciation taken into account with respect to such asset for purposes of the
allocations made pursuant to Article III hereof.  For purposes of this definition of Gross
Asset Value, a Capital Contribution or distribution shall be considered de minimis if its value is less than $1,000,000.


 


“Guaranty of Payment” means any guaranty given by IMS Health in
connection with an IMS Health Guaranteed Demand Loan in the form of
Exhibit A to the Form Demand Promissory Note attached thereto as Exhibit A.


 


“IMS Health” means IMS Health Incorporated, a Delaware
corporation, or any successor in interest.


 


“IMS Health Event” has the meaning set forth in the IMS Health
Guaranty.


 


11





















 


“IMS
Health Guaranteed Demand Loan” means a Demand Loan made by the
Partnership or the Partnership Subsidiary to an Affiliate of IMS Health, in
each case guaranteed by IMS Health.


 


“IMS Health Guaranty” means that certain Seconded Amended and
Restated Guaranty, effective as of July 1, 2003, by IMS Health in favor of
Utrecht and Edam in replacement of and superseding the Amended and Restated
Guaranty given by IMS Health as of July 1, 2000, in favor of Utrecht and
Edam.


 


“IMS Health Partners” means the General Partner and CMS and any other
Affiliate of IMS Health which may from time to time own an Interest hereunder.


 


“Indemnitee” has the meaning set forth in Section 5.05(f)(i)
hereof.


 


“Indemnitor” has the meaning set forth in Section 5.05(f)(i)
hereof.


 


“Individual Leasing Record” has the meaning set forth in Section 1 of
the Master Lease.


 


“Interest” means any interest in the Partnership
representing some or all of the Capital Contributions made by a Partner
pursuant to Article II hereof, including any and all benefits to which the
holder of such an interest may be entitled as provided in this Agreement,
together with all obligations of such Person to comply with the terms and
provisions of this Agreement.


 


“Investment
Company Act” has the meaning set forth in Section 7.04
hereof.


 


“Involuntary Bankruptcy” has the meaning set forth in the definition of “Bankruptcy.”


 


“Issuance Items” has the meaning set forth in
Section 3.04(d) hereof.


 


“Leased Assets” has the meaning set forth in
subparagraph (vi) of the definition of “Permitted Assets.”


 


“LIBOR” has the meaning set forth in the form Demand
Note.


 


“Lien” means any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under
the Uniform Commercial Code (as in effect from time to time in the relevant
jurisdiction), or any other similar recording or notice statute, and any lease
having substantially the same effect as any of the foregoing).


 


“Limited Partner” means any Class A Limited Partner or the Class
B Limited Partner.


 


12





















 


“Liquidating Event” has the meaning set forth in Section 12.01
hereof.


 


“Liquidation Notice” has the meaning set forth in
Section 14.02(a) hereof.


 


“Liquidator” has the meaning set forth in Section 12.09
hereof.


 


“Losses” has the meaning set forth in the definition of “Profits”
and “Losses.”


 


“Market Value” means, with respect to any Permitted Security,
as to any date, (i) if such security is registered under the Exchange Act
and listed on a national securities exchange or included on the Nasdaq National
Market (“Nasdaq”), the closing sales
price on the Business Day immediately preceding such date, and (ii) if
such security is not traded on a national securities exchange or listed on
Nasdaq or the value otherwise cannot be determined under clause (i), the
average of the firm prices bid for such date quoted by Morgan Stanley Dean
Witter, Salomon Smith Barney and Credit Suisse First Boston, in each case for
the full amount of the specific security for which the Market Value is being
determined; provided, however, that the Market Value
of any Term Note to Spartan shall be equal to the principal amount of such Note
plus accrued but unpaid interest
thereon, if any; provided, further, that if there
has occurred and is continuing any payment or other material default with
respect to any such Note at the time such value is being determined, the
Mark-to-Market Value of such Note shall be determined by an investment or
commercial bank of national recognition selected by the General Partner with
the consent of the Class A Limited Partner (which consent shall not be
unreasonably withheld).


 


“Mark-to-Market Balance Sheet” has the meaning set forth in Section 8.02(d)(i)
hereof.


 


“Mark-to-Market Value” has the meaning set forth in Section
10.08(b)(i) hereof.


 


“Master Lease” has the meaning set forth in
Section 5.04(h) hereof.


 


“Material Adverse Effect” with respect to each IMS Health Partner shall
mean (i) a material adverse effect on the business, operations,
properties, or condition (financial or otherwise) of the Partnership,
(ii) a material adverse effect on the ability of the Partnership or each
of the IMS Health Partners to perform their respective obligations hereunder
and under the agreements referred to herein to which they are a party, or
(iii) the invalidity or unenforceability of this Agreement or such other
agreements or an assertion by the Partnership, or any such IMS Health Partner,
that this Agreement or such other agreement is invalid or unenforceable or has
an adverse effect on the rights or remedies of any Class A Limited Partner
under this Agreement or such other agreements. 
“Material Adverse Effect” with
respect to any Class A Limited Partner shall mean (i) a material
adverse effect on the business, operations, properties, or condition (financial
or otherwise) of such Class A Limited Partner, (ii) a material
adverse effect on the ability of such Class A Limited Partner to perform
its obligations hereunder and under the agreements referred to herein to which
it is a party or (iii) the invalidity or unenforceability of this
Agreement or such other agreements or an assertion by such Class A Limited
Partner that this Agreement or such other agreement is invalid or 


 


13





















 


unenforceable
or an adverse effect on the rights or remedies of the IMS Health Partners under
this Agreement or such other agreement.


 


“Moody’s” means Moody’s Investors Service, Inc. or any
successor by merger or consolidation to its business.


 


“Notice Events” has the meaning set forth in Section 14.01
hereof.


 


“OECD” means the Organization for Economic Cooperation
and Development.


 


“Partners” means the General Partner and the Limited
Partners.  “Partner” means any one of
the Partners.


 


“Partnership” means the partnership continued pursuant to
this Agreement and the partnership continuing the business of this Partnership
pursuant to Section 12.01 hereof in the event of dissolution as provided
in this Agreement.


 


“Partnership Subsidiary” has the meaning set forth in
subparagraph (v) of the definition of “Permitted Assets.”


 


“Partnership Subsidiary Stock” has the meaning set forth in
subparagraph (v) of the definition of “Permitted Assets.”


 


“Percentage Interest” means, with respect to any Partner as of any
date, the ratio (expressed as a percentage) of such Partner’s Capital Account
on such date to the aggregate Capital Accounts of all Partners on such date,
such Capital Accounts to be determined after giving effect to all
contributions, distributions and allocations for all Allocation Years ending on
or prior to such date.  The Percentage Interest of each Partner as of the
Closing Date is set forth in Section 2.05 hereof.  In the event that
it is necessary to determine the relative Percentage Interests of the Partners
at a time when the Capital Accounts of all Partners are zero or less, their
relative Percentage Interests shall be deemed to be the Percentage Interests
set forth in Section 2.05 hereof.


 


“Permitted Assets” means:


 


(i)            Database and Software
Assets.  The assets, other
than Partnership Subsidiary Stock, contributed to the Partnership by CMS
pursuant to the CMS Additional Contribution Agreement, the Second CMS
Contribution Agreement, the Third CMS Contribution Agreement, the Fourth CMS
Contribution Agreement and the Fifth CMS Contribution Agreement (in the latter
instance, the “2003 CMS Improvements;” and
the 2003 CMS Improvements, together with
the other assets included in this clause (i), hereinafter referred to as
the “CMS Intangible Assets”);


 


(ii)           Demand Loans and IMS Health Guaranteed Demand Loans;


 


(iii)          Permitted Securities;


 


14





















 


(iv)          Cash or Cash Equivalents;


 


(v)           Partnership Subsidiary
Stock.  One hundred
percent (100%) of the issued and outstanding stock (“Partnership
Subsidiary Stock”) of Spartan Leasing Corporation, a Delaware
corporation (the “Partnership Subsidiary”);


 


(vi)          Leased Assets.  Any of
the following items of personal property owned by the Partnership Subsidiary
and leased to (A) IMS Health or (B) any Affiliate of IMS Health,
guaranteed by IMS Health (to the extent permitted pursuant to
Section 5.04(h) hereof) pursuant to the Master Lease executed in
accordance with Section 5.04(h) hereof (“Leased
Assets”):


 


(a)           Office furniture, fixtures, and equipment; and


 


(b)           Computers, data processing and communications equipment
provided that “Leased Assets” shall not include (v) personal property not
utilized by IMS Health or its Affiliates in the ordinary course of their
businesses, (w) any “limited use property” within the meaning of Revenue
Procedure 76-30, 1976-2 C.B. 647, as it may be amended or modified from
time to time or any successor Revenue Ruling or Revenue Procedure, (x) any
land, (y) any buildings or (z) any other real estate; and


 


(vii)         Other Assets.  Any other assets as may be agreed to by all
of the Partners.


 


“Permitted Encumbrances” means, collectively, (i) ”Permitted
Encumbrances” as defined in each of the CMS Additional Contribution Agreement,
the Second CMS Contribution Agreement, the Third CMS Contribution Agreement and
the Fourth CMS Contribution Agreement, and (ii) Liens and encumbrances of
carriers, warehousemen, mechanics and materialmen incurred in the ordinary
course of business for sums not yet due or which are being contested in good
faith by appropriate proceedings.


 


“Permitted Securities” means any of the following:


 


(i)            Direct obligations of the United States of America for
the payment of which its full faith and credit is pledged, Federal Home Loan
Mortgage Corporation participation certificates, Federal National Mortgage
Association mortgage pass-through certificates or Government National Mortgage
Association mortgage pass-through certificates;


 


(ii)           Short-term commercial paper issued by any corporation
organized under the laws of the United States of America or any state thereof,
rated at least “A-1” (or the then-equivalent grade) by S&P or “P-1” (or the
then-equivalent grade) by Moody’s; provided that
the aggregate Market Value of all commercial paper owned by the Partnership and
issued by any Person shall not exceed 10% of the aggregate Market Value of all
Permitted Securities (other than cash) owned by the Partnership;


 


15





















 


(iii)          Debt of any Person organized under the laws of the United
States of America or any state thereof that is not IMS Health or an Affiliate
of IMS Health, rated at least “AA-” (or the then-equivalent grade) by S&P
or “Aa3” (or the then-equivalent grade) by Moody’s; provided,
that the aggregate Market Value of all such Debt owned by the Partnership and
issued by any Person shall not exceed 10% of the aggregate Market Value of all
Permitted Securities (other than cash) owned by the Partnership;


 


(iv)          Unsubordinated Debt issued by IMS Health or unsubordinated
Debt issued by an Affiliate of IMS Health if (and only if) such Debt is
unconditionally guaranteed by IMS Health on an unsubordinated basis (other than
Demand Loans and IMS Health Guaranteed Demand Loans); provided,
that IMS Health has agreed to register such debt under the Securities Act upon
the request of the holder of such debt and such agreement inures to the benefit
of any subsequent holder of such debt;


 


(v)           Any long-term obligation of IMS Health or an Affiliate of
IMS Health, guaranteed by IMS Health, to the Partnership Subsidiary, with a
fixed term of no less than 15 years and a fixed or floating market rate of
interest (each a “Term Note to Spartan”); or


 


(vi)          Money market mutual funds, provided that,
any such money market fund invests only in Cash Equivalents and/or Permitted Securities
described in any of subparagraphs (i) through (iv) above and/or repurchase
agreements backed by securities described in subparagraph (i) above, and provided further that, the aggregate value of the Permitted
Securities described in this subparagraph (vi) and held by the Partnership at
any given time does not exceed $15,000,000.


 


“Permitted Transfer” has the meaning set forth in Section 10.02
hereof.


 


“Permitted Transferee” has the meaning set forth in Section 10.02
hereof.


 


“Person” means any individual, partnership (whether
general or limited and whether domestic or foreign), limited liability company,
corporation, trust, estate, association, custodian, nominee or other entity.


 


“Priority Return” means, with respect to each Class A
Limited Partner as of any date of determination, an amount calculated as the
sum of (x) 2.9235% per
annum, accruing daily on a
30/360 basis and cumulative from July 1, 2003 to such date of
determination, of such Class A Limited Partner’s Unrecovered Capital on
each such day of accrual, and (y) 3.9235% per annum
accruing daily on a 30/360 basis and cumulative from July 1, 2003 to such
date of determination, and compounded quarterly, of each amount not distributed
to such Class A Limited Partner (or its predecessor in interest) when
required pursuant to Section 4.01(a) hereof (without regard to whether
there was on any given distribution date Cash Available for Distribution) or
Section 10.08(b)(ii) hereof during the period from the date such
distribution was thus required to be made to the date 


 


16





















 


such
distribution is made, or if such distribution is not yet made, to the date of
determination.  In each instance where
this Agreement requires that the Priority Return be determined for a period
less than the period beginning on July 1, 2003 and ending on the date of
determination, such determination shall be made by substituting the first day
of such lesser period for July 1, 2003 in the preceding sentence.  For purposes of calculating the Priority
Return, “30/360 basis” means a
360-day year comprised of twelve 30-day months.


 


“Profits”
and “Losses” means, for each Allocation
Year, an amount equal to the Partnership’s taxable income or loss for such
Allocation Year, determined in accordance with Code Section 703(a) (for
this purpose, all items of income, gain, loss, or deduction required to be
stated separately pursuant to Code Section 703(a)(1) shall be included in
taxable income or loss), with the following adjustments:


 


(i)            Any income of the Partnership that is exempt from federal
income tax and not otherwise taken into account in computing Profits or Losses
pursuant to this definition of “Profits” and “Losses” shall be added to such
taxable income or loss;


 


(ii)           Any expenditures of the Partnership described in Code
Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not
otherwise taken into account in computing Profits or Losses pursuant to this
definition of “Profits” and “Losses” shall be subtracted from such taxable
income or loss;


 


(iii)          In the event the Gross Asset Value of any Partnership asset
is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of
Gross Asset Value, the amount of such adjustment shall be taken into account as
gain or loss from the disposition of such asset for purposes of computing
Profits or Losses;


 


(iv)          Gain or loss resulting from any disposition of Property
with respect to which gain or loss is recognized for federal income tax
purposes shall be computed by reference to the Gross Asset Value of the
property disposed of, notwithstanding that the adjusted tax basis of such
property differs from its Gross Asset Value;


 


(v)           In lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing such taxable income or
loss, there shall be taken into account Depreciation for such Allocation Year,
computed in accordance with the definition of Depreciation;


 


(vi)          To the extent an adjustment to the adjusted tax basis of
any Partnership asset pursuant to Code Section 734(b) is required,
pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into
account in determining Capital Accounts as a result of a distribution other
than in liquidation of a Partner’s Interest, the amount of such adjustment
shall be treated as an item of gain (if the adjustment increases the basis of
the asset) or loss (if the


 


17





















 


adjustment decreases such
basis) from the disposition of such asset and shall be taken into account for
purposes of computing Profits or Losses; and


 


(vii)         Notwithstanding anything to the contrary in
subparagraphs (i) through (vi) above, any items which are described in
Section 3.03 hereof or specially allocated pursuant to Sections 3.04
or 3.05 hereof shall not be taken into account in computing Profits or Losses.


 


The amounts of the items of
Partnership income, gain, loss or deduction available to be specially allocated
pursuant to Sections 3.03, 3.04 and 3.05 hereof shall be determined by
applying rules analogous to those set forth in subparagraphs (i) through (vi)
above.


 


“Property” means all real and personal property acquired
by the Partnership, including cash, and any improvements thereto, and shall
include both tangible and intangible property.


 


“Purchase
Date” has the meaning set forth in Section 8.02(e) hereof.


 


“Purchase Option” has the meaning set forth in
Section 14.03(a) hereof.


 


“Purchase
Price” has the meaning set forth in Section 14.03(b) hereof.


 


“Regulations”
means the Income Tax Regulations, including Temporary Regulations, promulgated
under the Code, as such regulations are amended, modified or supplemented from
time to time.


 


“Regulatory Allocations” has the meaning set forth in Section 3.05
hereof.


 


“Responsible
Officers” has the meaning set forth in Section 5.04(b)
hereof.


 


“Retirement
Date” has the meaning set forth in Section 10.08(b)(iii)
hereof.


 


“Retirement
Notice” has the meaning set forth in Section 10.08(a)(ii)
hereof.


 


“S&P” means Standard & Poor’s Corporation or any
successor by merger or consolidation to its business.


 


“Second CMS Contribution Agreement” means that certain Contribution Agreement dated
as of January 1, 1997 between CMS and the Partnership pursuant to which
CMS contributed the assets described therein to the Partnership.


 


“Secondary Return” means, with respect to each of the General
Partner and the Class B Limited Partner as of any date of determination,
an amount equal to 5.8% per annum,
accruing daily on a 30/360 basis and cumulative and compounded quarterly from
July 1, 2003 to such date of determination, of such Partner’s Unrecovered
Capital on each such day of accrual.  In
each instance where this Agreement requires that the Secondary Return be
determined for a period less than the period beginning on July 1, 2003 and
ending on the date of determination, such determination shall be made by
substituting the 


 


18





















 


first
day of such lesser period for July 1, 2003 in the preceding sentence.  For purposes of calculating the Secondary
Return, “30/360 basis” means a
360-day year comprised of twelve 30-day months.


 


“Service” means the United States Internal Revenue
Service.


 


“Seventh Amended Partnership Agreement” has the meaning set forth in Section 1.01
hereof.


 


“Tax
Matters Partner” has the meaning set forth in
Section 8.03(a)(i) hereof.


 


“Term Note to Spartan” has the meaning set forth in
subparagraph (v) of the definition of “Permitted Securities.”


 


“Third CMS Contribution Agreement” means that certain Contribution Agreement,
dated as of April 29, 1998, between CMS and the Partnership pursuant to
which CMS contributed the assets described therein to the Partnership.


 


“Transfer”
means, with respect to all or any portion of an Interest, as a noun, any
voluntary or involuntary transfer, sale, pledge or other disposition and, as a
verb, voluntarily or involuntarily to transfer, sell, pledge or otherwise
dispose of.


 


“Unrecovered
Capital”
means, for any Partner as of any date, the remainder, if any, of (i) the
sum of the balance in such Partner’s Capital Account as of June 16, 1997
(that is, $13,630,385 for IMS AG, $650,000 for Utrecht, $99,350,000 for Edam,
and $400,701,388 for CMS) plus the value
of all Additional Capital Contributions made by such Partner (that is,
$499,613,000 for CMS), minus
(ii) the cumulative amount of money and the Gross Asset Value of any
Property (other than money) distributed to such Partner (or its predecessors in
interest) pursuant to Section 10.08(b) hereof (other than pursuant to
Section 10.08(b)(ii) hereof) as of such date.


 


“Utrecht”
means, Utrecht-America Finance Co., a Delaware corporation.


 


“Voluntary
Bankruptcy” has the meaning set forth in the definition of “Bankruptcy.”


 


“Wholly
Owned Affiliate” of any Person means (i) an Affiliate of
such Person 100% of the capital stock (or its equivalent in the case of
entities other than corporations) of which is owned beneficially by such
Person, directly, or indirectly through one or more Wholly Owned Affiliates, or
by any Person who, directly or indirectly, owns beneficially 100% of the
capital stock (or its equivalent in the case of entities other than
corporations) of such Person, and (ii) an Affiliate of such Person who,
directly or indirectly, owns beneficially 100% of the capital stock (or its
equivalent in the case of entities other than corporations) of such Person; provided that, for purposes of determining the ownership of
the capital stock of any Person, de minimis
amounts of stock held by directors, nominees and similar persons pursuant to
statutory or regulatory requirements shall not be taken into account.


 


19





















 


SECTION 1.11.  Other Terms.


 


Unless the content shall require
otherwise:


 


(a)           Words
importing the singular number or plural number shall include the plural number
and singular number respectively;


 


(b)           Words
importing the masculine gender shall include the feminine and neuter genders
and vice versa;


 


(c)           Reference
to “include,” “includes,” and “including” shall be deemed to be followed by the
phrase “without limitation;” and


 


(d)           Reference
in this Agreement to “herein,” “hereby” or “hereunder”, or any similar
formulation, shall be deemed to refer to this Agreement as a whole, including
the Exhibits.


 


ARTICLE II

PARTNERS’
CAPITAL CONTRIBUTIONS


 


SECTION 2.01.  Limited Partner.


 


Simultaneously with the execution and delivery of this
Agreement, the Class B Limited Partner shall make a Capital Contribution
consisting of the 2003 CMS Improvements pursuant to the Fifth CMS Contribution
Agreement.  The Partners hereby agree
that the initial Gross Asset Value of the 2003 CMS Improvements shall be
$246,679,000.


 


SECTION 2.02.  Additional Capital Contributions.


 


(a)           In general. Each IMS Health Partner
may contribute from time to time such additional cash or other property as it
may determine; provided that, any Capital
Contribution of property made by such Partner pursuant to this
Section 2.02 shall consist of Permitted Assets other than Leased Assets.


 


(b)           General Partner.  The General Partner shall make Additional
Capital Contributions in cash from time to time if, and to the extent,
necessary to maintain for itself a Percentage Interest equal to not less than
one percent (1%).


 


(c)           Initial Gross Asset Value.  The initial Gross Asset Value of any Property
(other than cash) contributed pursuant to this Section 2.02 shall be
determined as follows:


 


(i)            Loans.  The initial Gross Asset Value of any loan
shall be equal to its par value plus accrued
interest, if any;


 


(ii)           Cash Equivalents.  The initial Gross Asset Value of any Cash
Equivalent shall be equal to its face value, less
unamortized discount and plus
unamortized premium, if any;


 


20





















 


(iii)                               Permitted
Securities.  The initial
Gross Asset Value of any Permitted Security shall be equal to its Market Value.


 


SECTION 2.03. 
Obligations Under Contribution Agreements.


 


(a)                                  Any payment required to be made by CMS pursuant to
any indemnification provision of the CMS Additional Contribution Agreement, the
Second CMS Contribution Agreement, the Third CMS Contribution Agreement, the
Fourth CMS Contribution Agreement or the Fifth CMS Contribution Agreement, as
the case may be, shall be treated for income tax purposes as a contribution to
the Partnership by CMS so long as CMS or an Affiliate thereof, as the case may
be, is a Partner in the Partnership at the time of payment; provided, however, that (i) such payments will not be
treated as a contribution for purposes of determining the Capital Account,
Percentage Interest, Capital Contribution or Unrecovered Capital of any
Partner, and (ii) to the extent that any payment is required to be made to
the Partnership by CMS pursuant to any indemnification provision of the CMS
Additional Contribution Agreement, the Second CMS Contribution Agreement, the
Third CMS Contribution Agreement, the Fourth CMS Contribution Agreement or the
Fifth CMS Contribution Agreement, as the case may be, and such payment is
either indemnity for the payment by the Partnership of an item that is
deductible for income tax purposes or results in an increase in the basis of
any Partnership asset that is depreciable, amortizable, or subject to cost
recovery, any such deduction or cost recovery allowance shall not be taken into
account in determining Profits, Losses or other items of deduction or loss
allocable pursuant to Article III hereof, but shall be specially allocated
to CMS for income tax purposes, and such special allocation shall not affect
the Capital Account, Percentage Interest, Capital Contribution or Unrecovered
Capital of any Partner.


 


(b)                                 In the event any payment is required to be made by
the Partnership to CMS to return any payment received by it from CMS pursuant
to any indemnification provision of the CMS Additional Contribution Agreement,
the Second CMS Contribution Agreement, the Third CMS Contribution Agreement,
the Fourth CMS Contribution Agreement or the Fifth CMS Contribution Agreement,
as the case may be, such payment shall be treated for income tax purposes as a
distribution by the Partnership to CMS so long as CMS or an Affiliate thereof,
as the case may be, is a Partner in the Partnership at the time of receipt of
payment; provided, however,
that (i) such payment will not be treated as a distribution for purposes
of determining the Capital Account, Percentage Interest, Capital Contribution
or Unrecovered Capital of any Partner, and (ii) to the extent that any
payment is required to be made by the Partnership to CMS to return any payment
received by it from CMS pursuant to any indemnification provision of the CMS
Additional Contribution Agreement, the Second CMS Contribution Agreement, the
Third CMS Contribution Agreement, the Fourth CMS Contribution Agreement or the
Fifth CMS Contribution Agreement, as the case may be, and such payment is
indemnity for the receipt by the Partnership of an item that constitutes income
for income tax purposes, such income shall not be taken into account in
determining Profits, Losses or other items of income or gain allocable pursuant
to Article III hereof, but shall be specially allocated to CMS for income
tax purposes, and such special allocation shall not affect the Capital Account,
Percentage Interest, Capital Contribution or Unrecovered Capital of any
Partner.


 


21





















 


SECTION 2.04.  Other
Matters.


 


(a)                                  Except as otherwise provided in Section 10.08,
Articles XII and XIV hereof or in the Act, no Partner shall demand or
receive a return of its Capital Contributions or withdraw from the Partnership
without the consent of all Partners.  Under circumstances requiring a
return of any Capital Contributions, no Partner shall have the right to receive
Property other than cash except as may be specifically provided in this
Agreement.


 


(b)                                 No Partner shall receive any interest or draw with
respect to its Capital Contributions or its Capital Account, except as
otherwise provided in this Agreement.


 


(c)                                  The Limited Partners shall not be liable for the
debts, liabilities, contracts or any other obligations of the
Partnership.  Except as otherwise provided by mandatory provisions of
applicable state law and except with respect to the obligation of any Limited
Partner to return to the Partnership a distribution made to such Limited
Partner in violation of the Act at a time when such Limited Partner knew the
distribution would violate the Act, such Limited Partner shall not be required
to lend any funds to the Partnership or to make any additional Capital
Contributions to the Partnership.  The General Partner shall not have any
personal liability for any repayment of any Capital Contributions of any
Limited Partner.


 


SECTION 2.05.  Capital
Accounts and Percentage Interests.


 


The Capital Accounts and Percentage
Interests of each Partner as of the Closing Date, which give effect to all
Capital Contributions made prior to the Closing Date, are as follows:


 


	
  Name

  	
   

  	
  Closing Date

  Capital Account

  	
   

  	
  Percentage

  Interest

  	
   

  
	
  GENERAL
  PARTNER: 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IMS AG

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  16,847,197

  	
   

  	
  1.50

  	
  %

  
	
  CLASS A
  LIMITED PARTNERS: 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Utrecht-America Finance Co.

  	
   

  	
  $

  	
  657,757

  	
   

  	
  0.06 

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Edam, L.L.C.

  	
   

  	
  $

  	
  100,535,444

  	
   

  	
  8.94

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CLASS B
  LIMITED PARTNER: 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Coordinated Management Systems, Inc.

  	
   

  	
  $

  	
  1,006,432,894

  	
   

  	
  89.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   Total

  	
   

  	
  $

  	
  1,124,473,292

  	
   

  	
  100.00

  	
  %

  



 


22





















 


ARTICLE III

ALLOCATIONS


 


SECTION 3.01.  Profits


 


After giving effect to
the special allocations set forth in Sections 3.04 and 3.05 hereof, but
before giving effect to the special allocations set forth in Section 3.03
hereof, Profits for any Allocation Year shall be allocated in the following
order and priority:


 


(a)                                  First, 100% to the Class A Limited Partners in
proportion to and to the extent of an amount equal to the remainder, if any, of
(i) the cumulative Priority Return of each Class A Limited Partner
from July 1, 2003 through the last day of such Allocation Year, minus (ii) the cumulative Profits allocated to such
Class A Limited Partner pursuant to this Section 3.01(a) for all prior
Allocation Years;


 


(b)                                 Second, 100% to the General Partner and the Class
B Limited Partner in proportion to and to the extent of an amount equal to the
remainder, if any, of (i) the cumulative Secondary Return of each such
Partner from July 1, 2003 through the last day of such Allocation Year, minus (ii) the cumulative Profits allocated to such
Partner pursuant to this Section 3.01(b) for all prior Allocation Years;


 


(c)                                  Third, 100% to the General Partner, in an amount
equal to the remainder, if any, of (i) the sum of (A) the cumulative
Losses allocated to the General Partner pursuant to Section 3.02(d) hereof
for all prior Allocation Years, and (B) the cumulative items of loss
allocated to the General Partner pursuant to Section 3.03(b)(iv) hereof
for all prior Allocation Years, minus
(ii) the sum of (A) the cumulative Profits allocated to the General
Partner pursuant to this Section 3.01(c) for all prior Allocation Years,
and (B) the cumulative items of gain allocated to the General Partner
pursuant to Section 3.03(a)(i) hereof for all prior Allocation Years;


 


(d)                                 Fourth, 100% to the Class A Limited Partners in
proportion to and to the extent of an amount equal to the remainder, if any, of
(i) the sum of (A) the cumulative Losses allocated to each Class A
Limited Partner pursuant to Section 3.02(c) hereof for all prior
Allocation Years, and (B) the cumulative items of loss allocated to such
Class A Limited Partner pursuant to Section 3.03(b)(iii) hereof for
all prior Allocation Years, minus
(ii) the sum of (A) the cumulative Profits allocated to such Class A
Limited Partner pursuant to this Section 3.01(d) for all prior Allocation
Years, and (B) the cumulative items of gain allocated to such Class A
Limited Partner pursuant to Section 3.03(a)(ii) hereof for all prior
Allocation Years;


 


(e)                                  Fifth, 99% to the General Partner and the Class B
Limited Partner in proportion to their Percentage Interests and 1% to the Class
A Limited Partners in proportion to their Percentage Interests, to the extent
of an amount equal to the remainder, if any, of (i) the sum of
(A) the cumulative Losses allocated to each such Partner pursuant to Section 3.02(b)
hereof for all prior Allocation Years, and (B) the cumulative items of
loss allocated to such Partner pursuant to Section 3.03(b)(ii) hereof for
all prior Allocation Years, minus
(ii) the sum of (A) the cumulative Profits allocated to such Partner
pursuant to this Section 3.01(e) for all prior 


 


23





















 


Allocation Years, and
(B) the cumulative items of gain allocated to such Partner pursuant to Section 3.03(a)(iii)
hereof for all prior Allocation Years; and


 


(f)                                    Sixth, the balance, if any, 99% to the General
Partner and the Class B Limited Partner in proportion to their Percentage
Interests and 1% to the Class A Limited Partners in proportion to their
Percentage Interests.


 


SECTION 3.02.  Losses


 


After giving effect to
the special allocations set forth in Sections 3.04 and 3.05 hereof, but
before giving effect to the special allocations set forth in Section 3.03
hereof, Losses for any Allocation Year shall be allocated in the following
order and priority, subject to the limitations in Section 3.06 hereof:


 


(a)                                  First, to the Partners in proportion to and to the
extent of an amount equal to the remainder, if any, of (i) the sum of
(A) the cumulative Profits allocated to each such Partner pursuant to Section 3.01(f)
hereof for all prior Allocation Years, and (B) the cumulative items of
gain allocated to such Partner pursuant to Section 3.03(a)(iv) hereof for
all prior Allocation Years, minus
(ii) the sum of (A) the cumulative Losses allocated to such Partner
pursuant to this Section 3.02(a) for all prior Allocation Years, and
(B) the cumulative items of loss allocated to such Partner pursuant to Section 3.03(b)(i)
hereof for all prior Allocation Years;


 


(b)                                 Second, 99% to the General Partner and the Class B
Limited Partner in proportion to their Percentage Interests and 1% to the Class
A Limited Partners in proportion to their Percentage Interests until the
Capital Account of the General Partner and the Class B Limited Partner is equal
to zero;


 


(c)                                  Third, 100% to the Class A Limited Partners in
proportion to their Percentage Interests until the Capital Account of each Class
A Limited Partner is equal to zero; and


 


(d)                                 Fourth, the balance, if any, 100% to the General
Partner.


 


SECTION 3.03.  Special
Gain and Loss Allocations.


 


After giving effect to
the special allocations set forth in Sections 3.04 and 3.05 hereof and the
allocations of Profits or Losses set forth in Sections 3.01 or 3.02
hereof, as the case maybe, certain gains and losses shall be specially
allocated as follows:


 


(a)                                  Special Gain Allocations.   In the event that
in any Allocation Year the aggregate items of gain realized or deemed to be
realized by the Partnership from the sale, disposition or adjustment to the
Gross Asset Values of Permitted Assets is greater than the aggregate items of
loss realized or deemed to be realized by the Partnership from the sale,
disposition or adjustment to the Gross Asset Values of Permitted Assets, items
of gain equal to such excess shall be specially allocated as follows:


 


24





















 


(i)                                     First, 100% to the General Partner, in an amount
equal to the remainder, if any, of (i) the sum of (A) the cumulative
Losses allocated to the General Partner pursuant to Section 3.02(d) hereof
for the current and all prior Allocation Years, and (B) the cumulative
items of loss allocated to the General Partner pursuant to Section 3.03(b)(iv)
hereof for all prior Allocation Years, minus
(ii) the sum of (A) the cumulative Profits allocated to the General
Partner pursuant to Section 3.01(c) hereof for the current and all prior
Allocation years, and (B) the cumulative items of gain allocated to the
General Partner pursuant to this Section 3.03(a)(i) for all prior
Allocation Years;


 


(ii)                                  Second, 100% to the Class A Limited Partners in
proportion to and to the extent of an amount equal to the remainder, if any, of
(i) the sum of (A) the cumulative Losses allocated to each
Class A Limited Partner pursuant to Section 3.02(c) hereof for the
current and all prior Allocation Years, and (B) the cumulative items of
loss allocated to such Class A Limited Partner pursuant to Section 3.03(b)(iii)
hereof for all prior Allocation Years, minus
(ii) the sum of (A) the cumulative Profits allocated to such Partner
pursuant to Section 3.01(d) hereof for the current and all prior
Allocation Years, and (B) the cumulative items of gain allocated to such
Class A Limited Partner pursuant to this Section 3.03(a)(ii) for all
prior Allocation Years;


 


(iii)                               Third, 99% to the General Partner and the
Class B Limited Partner in proportion to their Percentage Interests and 1%
to the Class A Limited Partners in proportion to their Percentage
Interests, to the extent of an amount equal to the remainder, if any, of
(i) the sum of (A) the cumulative Losses allocated to each such
Partner pursuant to Section 3.02(b) hereof for the current and all prior
Allocation Years, and (B) the cumulative items of loss allocated to such
Partner pursuant to Section 3.03(b)(ii) hereof for all prior Allocation
Years, minus (ii) the sum of (A) the
cumulative Profits allocated to such Partner pursuant to Section 3.01(e)
hereof for the current and all prior Allocation years, and (B) the
cumulative items of gain allocated to such Partner pursuant to this Section 3.03(a)(iii)
for all prior Allocation Years; and


 


(iv)                              Fourth, the balance, if any, 5% to the General
Partner, 1% to the Class A Limited Partners in proportion to their Percentage
Interests, and 94% to the Class B Limited Partner.


 


(b)                                 Special Loss Allocations.  In the
event that in any Allocation Year the aggregate items of loss realized or
deemed to be realized by the Partnership from the sale, disposition or
adjustment to the Gross Asset Values of Permitted Assets is greater than the
aggregate items of gain realized or deemed to be realized by the Partnership
from the sale, disposition or adjustment to the Gross Asset Values of Permitted
Assets, items of loss equal to such excess shall be specially allocated as
follows:


 


(i)                                     First, to the Partners, in proportion to and to
the extent of any amount equal to the remainder, if any, of (i) the sum of
(A) the cumulative Profits allocated to such Partner pursuant to Section 3.01(f)
hereof for the current and all 


 


25





















 


prior Allocation Years, and
(B) the cumulative items of gain allocated to such Partner pursuant to Section 3.03(a)(iv)
hereof for all prior Allocation Years, minus
(ii) the sum of (A) the cumulative Losses allocated to such Partner
pursuant to Section 3.02(a) hereof for the current and all prior
Allocation Years, and (B) the cumulative items of loss allocated to such
Partner pursuant to this Section 3.03(b)(i) for all prior Allocation
Years;


 


(ii)                                  Second, 99% to the General Partner and the Class B
Limited Partner in proportion to their Percentage Interests and 1% to the Class
A Limited Partners in proportion to their Percentage Interests until the
Capital Account of the General Partner and the Class B Limited Partner are
equal to zero;


 


(iii)                               Third, 100% to the Class A Limited Partners in
proportion to their Percentage Interests until the Capital Account of each Class
A Limited Partner is equal to zero; and


 


(iv)                              Fourth, the balance, if any, 100% to the General
Partner.


 


SECTION 3.04.  Other
Special Allocations.


 


The following special
allocations shall be made in the following order:


 


(a)                                  Qualified Income Offset.  In the event any Limited Partner
unexpectedly receives any adjustments, allocations, or distributions described
in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or
1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Partnership income and
gain shall be specially allocated to such Limited Partner in an amount and
manner sufficient to eliminate, to the extent required by the Regulations, the
Adjusted Capital Account Deficit of such Limited Partner as quickly as
possible, provided that an allocation pursuant to this Section 3.04(a)
shall be made only if and to the extent that such Limited Partner would have an
Adjusted Capital Account Deficit after all other allocations provided for in
this Article III have been tentatively made as if this Section 3.04(a)
were not in the Agreement.


 


(b)                                 Gross Income Allocation.  In the event any Limited Partner has a
deficit Capital Account at the end of any Allocation Year, such Limited Partner
shall be specially allocated items of Partnership income and gain in the amount
of such deficit as quickly as possible; provided that an allocation pursuant to
this Section 3.04(b) shall be made only if and to the extent that such
Limited Partner would have a deficit Capital Account after all other
allocations provided for in this Article III have been made as if Section 3.04(a)
hereof and this Section 3.04(b) were not in the Agreement.


 


(c)                                  Section 754 Adjustments.  To the
extent an adjustment to the adjusted tax basis of any Partnership asset
pursuant to Code Section 734(b) or Code Section 743(b) is required
pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or
1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital
Accounts as the result of a distribution to a Partner in complete liquidation
of its Interest, the amount of such adjustment to Capital Accounts shall be
treated as an item of gain (if the adjustment increases the basis of the asset)
or loss (if the adjustment decreases such basis) and such 


 


26





















 


gain or loss shall be specially allocated to the
Partners in accordance with their interests in the Partnership in the event
Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partner to
whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4)
applies.


 


(d)                                 Allocations Relating to Taxable
Issuance of Partnership Interests.  Any income, gain, loss or
deduction realized as a direct or indirect result of the issuance of an
Interest by the Partnership to a Partner other than pursuant to Code Section 707(a)(2)
(the “Issuance Items”) shall be allocated
among the Partners so that, to the extent possible, the net amount of such
Issuance Items, together with all other allocations under this Agreement to
each Partner, shall be equal to the net amount that would have been allocated
to each such Partner if the Issuance Items had not been realized.


 


SECTION 3.05.  Curative
Allocations.


 


The allocations set forth
in Sections 3.04(a), 3.04(b), 3.04(c) and 3.06 hereof (the “Regulatory Allocations”) are
intended to comply with certain requirements of the Regulations.  It is
the intent of the Partners that, to the extent possible, all Regulatory
Allocations shall be offset either with other Regulatory Allocations or with
special allocations of other items of Partnership income, gain, loss or
deduction pursuant to this Section 3.05.  Therefore, notwithstanding
any other provision of this Article III (other than the Regulatory
Allocations), the General Partner shall make such offsetting special
allocations of Partnership income, gain, loss or deduction in whatever manner
it determines appropriate so that, after such offsetting allocations are made,
each Partner’s Capital Account balance is, to the extent possible, equal to the
Capital Account balance such Partner would have had if the Regulatory
Allocations were not part of the Agreement and all Partnership items were
allocated pursuant to this Article III without regard to the Regulatory
Allocations.


 


SECTION 3.06.  Loss
Limitation.


 


The Losses allocated
pursuant to Section 3.02 hereof and the items of loss or deduction
allocated pursuant to Sections 3.03, 3.04 and 3.05 hereof shall not exceed
the maximum amount of Losses and items of loss or deduction that can be so
allocated without causing any Limited Partner to have an Adjusted Capital
Account Deficit at the end of any Allocation Year.   All Losses and items of loss or deduction in
excess of the limitation set forth in this Section 3.06 shall be allocated
to the General Partner.


 


SECTION 3.07.  Other
Allocation Rules.


 


(a)                                  Profits, Losses and any other items of income,
gain, loss or deduction shall be allocated to the Partners pursuant to this Article III
as of the last day of each Fiscal Year; provided that
Profits, Losses and such other items shall also be allocated at such times as
are required by Section 10.08(b) hereof and at such other times as the
Gross Asset Values of Property are adjusted pursuant to subparagraph (ii)
of the definition of Gross Asset Value in Section 1.10 hereof.


 


(b)                                 In any cases in which it is necessary to determine
the Profits, Losses, or any other items allocable to any period, Profits,
Losses, and any such other items shall be determined on a 


 


27





















 


daily, monthly, or other basis,
as determined by the General Partner using any permissible method under Code Section 706
and the Regulations thereunder.


 


(c)                                  The Partners hereby agree to be bound by the
provisions of this Article III in reporting their shares of Partnership
income and loss for income tax purposes, except to the extent otherwise
required by law.


 


SECTION 3.08.  Tax
Allocations:  Code Section 704(c).


 


In accordance with Code Section 704(c)
and the applicable Regulations thereunder, income, gain, loss, and deduction
with respect to any property contributed to the capital of the Partnership
shall, solely for tax purposes, be allocated among the Partners so as to take
account of any variation between the adjusted basis of such property to the
Partnership for federal income tax purposes and its initial Gross Asset Value
(computed in accordance with the definition of Gross Asset Value in Section 1.10
hereof).


 


In the event the Gross
Asset Value of any Partnership asset is adjusted pursuant to
subparagraph (iv) of the definition of Gross Asset Value in Section 1.10
hereof, subsequent allocations of income, gain, loss, and deduction with
respect to such asset shall take account of any variation between the adjusted
basis of such asset for federal income tax purposes and its Gross Asset Value
in the same manner as under Code Section 704(c) and the applicable
Regulations thereunder.


 


Any elections or other
decisions relating to such allocations shall be made by the General Partner in
any manner that reasonably reflects the purpose and intention of this
Agreement, including the election of an allocation method permitted by the
Regulations under Code Section 704(c).  Allocations pursuant to this Section 3.08
are solely for purposes of federal, state, and local taxes and shall not
affect, or in any way be taken into account in computing, any Partner’s Capital
Account or share of Profits, Losses, other items, or distributions pursuant to
any provision of this Agreement.


 


Except as otherwise
provided in this Agreement, all items of Partnership income, gain, loss,
deduction, and any other allocations not otherwise provided for shall be
divided among the Partners in the same proportions as they share Profits or
Losses, as the case may be, for the Allocation Year.


 


ARTICLE IV

DISTRIBUTIONS


 


SECTION 4.01.  Cash
Flow.


 


Except as otherwise
provided in Article XII and Section 4.02 hereof, Cash Available for
Distribution shall be distributed on the last Business Day of each Fiscal
Quarter in the following order and priority:


 


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(a)                                  First, 100% to the Class A Limited Partners in
proportion to and to the extent of an amount equal to the remainder, if any, of
(i) the cumulative Priority Return of each Class A Limited Partner
from July 1, 2003 through the last Business Day of the Fiscal Quarter
during which such distribution is made, minus
(ii) all prior distributions to such Class A Limited Partner pursuant
to this Section 4.01(a); and


 


(b)                                 Second, to the General Partner and the Class B Limited
Partner in proportion to and to the extent of the remainder, if any, of
(i) such Partner’s cumulative Secondary Return from July 1, 2003
through the last Business Day of the Fiscal Quarter during which such
distribution is made, minus
(ii) all prior distributions to such Partner pursuant to this Section 4.01(b).


 


SECTION 4.02.  Amounts
Withheld.


 


All amounts withheld or
required to be withheld pursuant to the Code or any provision of any state,
local or foreign tax law with respect to any payment, distribution or
allocation to the Partnership or the Partners and treated by the Code (whether
or not withheld pursuant to the Code) or any such tax law as amounts payable by
or in respect of the Partners or any Person owning an interest, directly or
indirectly, in such Partner shall be treated as amounts paid or distributed to
the Partners with respect to which such amount was withheld pursuant to this Article IV
for all purposes under this Agreement.


 


ARTICLE V

MANAGEMENT


 


SECTION 5.01.  Authority
of the General Partner.


 


Subject to the
limitations and restrictions set forth in this Agreement including without
limitation those set forth in this Article V, the General Partner shall
direct the business and affairs of the Partnership and in so doing shall
manage, control and have all of the rights and powers which may be possessed by
general partners under the Act.


 


SECTION 5.02.  Right to
Rely on the General Partner.


 


(a)                                  Any Person dealing with the Partnership may rely
(without duty of further inquiry) upon a certificate signed by the General
Partner as to:


 


(i)                                     The
identity of the General Partner or any Limited Partner;


 


(ii)                                  The
existence or nonexistence of any fact or facts which constitute a condition
precedent to acts by the General Partner or which are in any other manner
germane to the affairs of the Partnership;


 


(iii)                               The Persons who are
authorized to execute and deliver any instrument or document of the
Partnership; or


 


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(iv)                              Any
act or failure to act by the Partnership or any other matter whatsoever
involving the Partnership or any Partner.


 


(b)                                 The signature of the General Partner shall be
sufficient to convey title to any property owned by the Partnership, and all of
the Partners agree that a copy of this Agreement may be shown to the
appropriate parties in order to confirm the same, and further agree that the
signature of the General Partner shall be sufficient to execute any “statement
of partnership” or other documents necessary to effectuate this or any other
provision of this Agreement.  All of the Partners do hereby appoint the
General Partner as their attorney-in-fact for the execution of any or all of
the documents described in this Section 5.02(b).


 


SECTION 5.03. 
Restrictions on Authority of the General Partner.


 


Except as otherwise
provided in this Agreement, without the consent of all of the Limited Partners,
the General Partner shall not have the authority to, and covenants and agrees
that it shall not:


 


(a)                                  Knowingly, do any act in contravention of this
Agreement or, when acting on behalf of the Partnership, engage in activities
inconsistent with the purposes of the Partnership;


 


(b)                                 Do any act which would, to the General Partner’s
knowledge, make it impossible to carry on the ordinary business of the
Partnership;


 


(c)                                  Possess Property, or assign rights in specific
Property, for other than a Partnership purpose;


 


(d)                                 Perform any act that would, to the General
Partner’s knowledge, subject any Limited Partner to liability as a general
partner in any jurisdiction;


 


(e)                                  Cause or permit the Partnership or the Partnership
Subsidiary to voluntarily take any action with respect to the Partnership
described in clauses (a)(iii), (b) or (c) of the definition of
“Bankruptcy” in Section 1.10 hereof;


 


(f)                                    Cause or permit the Partnership or the Partnership
Subsidiary to incur, assume or obligate itself by contract for any Debt; provided that notwithstanding the foregoing, the Partnership
may incur trade credit incurred in the ordinary course of the Partnership’s
business (for example, legal and accounting fees and expenses) and which trade
credit is not outstanding for more than ninety (90) days; and provided further that, in the event that the General Partner
has elected pursuant to Section 10.08(a) hereof to cause all or any
portion of the Interests of the Class A Limited Partners to be retired,
the General Partner may cause the Partnership to borrow from the Partnership
Subsidiary the funds necessary to make the distributions to the Class A
Limited Partners required by Section 10.08(b) hereof;


 


(g)                                 Cause or permit the Partnership or the Partnership
Subsidiary to create, incur, assume or permit to exist any Lien upon any
Property other than Permitted Encumbrances;


 


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(h)                                 Cause or permit the Partnership or the Partnership
Subsidiary to acquire, by purchase, lease or contribution any assets other than
Permitted Assets or any Permitted Asset that is in default at the time of its
acquisition by the Partnership;


 


(i)                                     Cause or permit the Partnership or the Partnership
Subsidiary to make or acquire by contribution any Demand Loan unless
(i) the borrowing evidenced by such Demand Loan has been duly authorized
by all required corporate action, such action has been duly certified by the
secretary or an assistant secretary of the borrower, and such certification has
been delivered to the Partnership together with certificates as to incumbency
and due authorization of the officers of the borrower authorized to execute and
deliver such Demand Loan (which certified action may be one so taken and
certification may be one so delivered before that acquisition if the certified
action remains in effect at the time of, and is applicable to, that
acquisition), (ii) such Demand Loan is legal, valid, binding and
enforceable in accordance with its terms against the borrower, (iii) the
guaranty by IMS Health with respect to such Demand Loan, if any, (A) has
been duly authorized by all required corporate action, such action has been
duly certified by the secretary or an assistant secretary of IMS Health, and
such certification has been delivered to the Partnership together with
certificates as to incumbency and due authorization of the officers of IMS
Health authorized to execute and deliver such guaranty (which certified action
may be one so taken and certification may be one so delivered before that
acquisition if the certified action remains in effect at the time of, and is
applicable to, that acquisition), and (B) is legal, valid, binding and
enforceable in accordance with its terms against IMS Health and (iv) IMS
Health’s obligations thereunder or under any guaranty with respect thereto, as
the case may be, rank at least pari passu with
all other unsecured senior Debt of IMS Health;


 


(j)                                     Cause or permit the Partnership Subsidiary to make
a loan to IMS Health or any other Person approved by the Partners evidenced by
the Term Note to Spartan unless (i) the borrowing evidenced by such Note
has been duly authorized by all required corporate action, such action has been
duly certified by the secretary or an assistant secretary of the borrower, and
such certification has been delivered to the Partnership together with
certificates as to incumbency and due authorization of the officers of the
borrower authorized to execute and deliver such Note (which certified action
may be one so taken and certification may be one so delivered before that loan
if the certified action remains in effect at the time of, and is applicable to,
that loan); and (ii) such Note is legal, valid, binding and enforceable in
accordance with its terms against the borrower;


 


(k)                                  Cause or permit the admission of any Limited
Partner to the Partnership other than pursuant to Article X or Section 14.03
hereof;


 


(l)                                     Cause or permit the Partnership or the Partnership
Subsidiary to legally merge or consolidate with or into any corporation,
limited liability company, business trust or association, real estate
investment trust, common law trust, or unincorporated business (including a
partnership, whether general or limited);


 


(m)                               Cause the Partnership to distribute any asset
other than as provided in Article IV, Section 10.08 and Article XII
hereof;


 


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(n)                                 Cause or permit the Partnership or the Partnership
Subsidiary to utilize the CMS Intangible Assets or grant to any Person other
than IMS Health pursuant to the 2003 IMS Health Lease the right to access
the CMS Intangible Assets, in each case in order to develop, distribute or
market products, other than Minor Permitted Uses (as defined in the 2003 IMS
Health Lease); and


 


(o)                                 Cause or permit the Partnership or the Partnership
Subsidiary to enter into, permit or consent to any amendment or modification
of, or supplement to, or terminate or waive compliance with any provision of,
the 2003 IMS Health Lease, any Demand Note evidencing any Demand Loan or a Term
Note to Spartan, if any.


 


SECTION 5.04.  Duties
and Obligations of the General Partner.


 


(a)                                  The General Partner shall cause the Partnership to
conduct its business and operations separate and apart from that of any Partner
or any of its Affiliates, including, without limitation, (i) segregating
Partnership assets and not allowing funds or other assets of the Partnership to
be commingled with the funds or other assets of, held by, or registered in the
name of, any Partner or any of its Affiliates, (ii) maintaining books and
financial records of the Partnership separate from the books and financial
records of any Partner and its Affiliates (although the Partnership may be
consolidated with IMS Health and its Affiliates for financial reporting
statement purposes), and observing all Partnership procedures and formalities,
including, without limitation, maintaining minutes of Partnership meetings and
acting on behalf of the Partnership only pursuant to due authorization of the
Partners, (iii) causing the Partnership to pay its liabilities from assets
of the Partnership, and (iv) causing the Partnership to conduct its
dealings with third parties in its own name and as a separate and independent
entity.


 


(b)                                 Upon the formation of the Partnership, the General
Partner provided to the Partnership a resolution of its board of directors or a
certificate of an officer or representative authorized by the board of
directors naming those officers or authorized representatives of the General
Partner that will be responsible for the management and operations of the
Partnership in accordance with this Article V (such individuals, the “Responsible
Officers”)
until such time as the General Partner shall provide to the Partnership another
resolution naming other of its officers or authorized representatives to be
Responsible Officers, and the General Partner hereby covenants and agrees that
its Responsible Officers shall maintain the separateness of the Partnership’s
operations and otherwise comply with all of the terms of this Agreement.


 


(c)                                  The General Partner shall notify the Partners of
the occurrence of any Notice Event described in Section 14.01 or any
Liquidating Event described in Section 12.01 or any event which with
notice or lapse of time or both would constitute a Notice Event or Liquidating
Event (other than the event described in Section 14.01(a) hereof) and the
action which the General Partner has taken or proposes to take with respect
thereto, promptly, but no later than five (5) Business Days, after any
Responsible Officer has actual knowledge of such occurrence.


 


(d)                                 The General Partner shall take all actions which
may be necessary or appropriate (i) for the continuation of the
Partnership’s valid existence as a limited partnership and its qualification to
do business under the laws of the State of Delaware and of each other
jurisdiction in which such existence or qualification is necessary to protect the
limited liability of the Limited 


 


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Partners or to enable the
Partnership to conduct the business in which it is engaged or to perform its
obligations under any agreement to which it is a party, and (ii) for the
accomplishment of the Partnership’s purposes, including the acquisition,
management, maintenance, preservation, and operation of Permitted Assets in
accordance with the provisions of this Agreement and applicable laws and
regulations.  Without limitation of the
foregoing, the General Partner shall cause the Partnership and the Partnership
Subsidiary to maintain all licenses, permits, registrations, authorizations,
use agreements, consents, orders or approvals of governmental or
quasi-governmental agencies and authorities (whether Federal, state, local,
municipal or foreign) necessary to own their respective properties and to
conduct their respective activities in accordance with all applicable laws,
rules, regulations and orders, except where any failure to do so would not have
a Material Adverse Effect.


 


(e)                                  The General Partner shall devote to the
Partnership such time as may be necessary for the proper performance of all
duties under this Agreement.


 


(f)                                    Except as otherwise provided in Section 1.09 hereof,
the General Partner shall be under a fiduciary duty to conduct the affairs of
the Partnership in the best interests of the Partnership, including, without
limitation, the safekeeping and use of all of the Property and the use thereof
for the exclusive benefit of the Partnership and will not conduct the affairs
of the Partnership so as to benefit any other business now owned or hereafter
acquired by any Partner if such conduct also produces a detriment to the
Partnership.


 


(g)                                 All distributions or payments to the Partners
pursuant to any provision of this Agreement shall be made no later than
3:00 p.m., Eastern Time, on the day of distribution or payment, and, at
the time of any such distribution or payment, the General Partner shall provide
to the Partners a notice identifying the nature of the distribution or payment,
the Section or Sections of this Agreement pursuant to which it is being
made and the amount being distributed or paid pursuant to each such Section.


 


(h)                                 Provided that no Liquidating Event has occurred,
(i) within five (5) Business Days of the Partnership Subsidiary’s first
acquisition of a Leased Asset, the General Partner shall cause the Partnership
Subsidiary to enter into a lease (the “Master Lease”) with IMS
Health or any Affiliate of IMS Health, guaranteed by IMS Health, substantially
in the form attached hereto as Exhibit D
and pursuant to which Leased Assets shall be leased to IMS Health or any of its
Affiliates, and (ii) within five (5) Business Days of the Partnership
Subsidiary’s acquisition of any Leased Asset, and within ten (10) Business Days
of the termination of the Individual Leasing Record to which any Leased Asset
is subject, the General Partner shall cause the Partnership Subsidiary either
(A) to enter into an Individual Leasing Record with respect to such Leased
Asset or (B) to sell, or otherwise dispose of such Leased Asset; provided, however, that the Partnership Subsidiary shall not
enter into any Master Lease or Individual Leasing Record unless (1) such
Master Lease or Individual Leasing Record has been duly authorized by
resolution of the board of directors of the lessee or by authorization policy
duly adopted by the board of directors of the lessee and such resolution or
applicable section of the lessee’s authorization policy, certified by the
secretary or an assistant secretary of the lessee, has been delivered to the
Partnership or to the Partnership Subsidiary (which certified resolution or section of
the lessee’s authorization policy may be one so delivered before entering
into such Master Lease or Individual Leasing Record if that resolution or section of
the lessee’s authorization policy


 


33





















 


remains in effect at the time of,
and is applicable to, that Master Lease or Individual Leasing Record and is so
certified by a secretary or assistant secretary of the lessee), together with
certificates as to incumbency and due authorization of the officers of the
lessee authorized to execute and deliver such Master Lease or Individual
Leasing Record, (2) such Master Lease or Individual Leasing Record shall
not expire before the later of the scheduled termination date of the 2003 IMS
Health Lease, (3) such Master Lease is legal, valid, binding and
enforceable in accordance with its terms against the lessee, and (4) the
aggregate Unamortized Values of Leased Assets as determined pursuant to the
Individual Leasing Records shall not exceed $300,000,000 at any time; and provided further, however, that the Partnership Subsidiary
shall not enter into any Master Lease or Individual Leasing Record with an
Affiliate of IMS Health unless (I) IMS Health’s guaranty with respect
thereto has been duly authorized by resolution of the board of directors of IMS
Health or by the authorization policy duly adopted by the board of directors of
IMS Health and such resolution or section of IMS Health’s authorization
policy, certified by the secretary or an assistant secretary of IMS Health, has
been delivered to the Partnership or Partnership Subsidiary (which certified
resolution or section of IMS Health’s authorization policy may be one
so delivered before entering into such Master Lease or Individual Leasing
Record if that resolution or section of IMS Health’s authorization policy
remains in effect at the time of, and is applicable to, that Master Lease or
Individual Leasing Record and is so certified by a secretary or an assistant
secretary of IMS Health), together with certificates as to incumbency and due
authorization of the officers of IMS Health authorized to execute such
guaranty, and (II) such guaranty is legal, valid, binding and enforceable
in accordance with its terms against IMS Health.


 


SECTION 5.05. 
Indemnification of the Partners.


 


(a)                                  Unless otherwise provided in Section 5.05(e)
hereof and subject to Section 5.05(f) hereof, the Partnership, its
receiver or its trustee (in the case of its receiver or trustee, to the extent
of Property) shall indemnify, save harmless, and pay all Expenses of any
Partner, any Partner’s partner, any partners, stockholders, officers,
directors, employees or agents of any of them relating to any Expenses incurred
by reason of any act performed or omitted to be performed by any Partner, or
officer, director, employee or agent of any Partner in connection with the
business of the Partnership.


 


(b)                                 Unless otherwise provided in Section 5.05(e)
hereof and subject to Section 5.05(f) hereof, in the event of any action
by any Limited Partner against the General Partner or officer or director of
the General Partner, including a Partnership derivative suit, the Partnership,
its receiver or its trustee (in the case of a receiver or trustee, to the
extent of Property) shall indemnify, save harmless, and pay all Expenses of the
General Partner, officer or director incurred in the defense of such action; provided that the General Partner, officer or director
obtains a favorable final nonappealable judgment in such action.


 


(c)                                  All indemnities provided for in this Agreement
shall survive the transfer of a Partner’s Interest.


 


(d)                                 The Partnership and the General Partner, jointly
and severally, covenant and agree, unconditionally, absolutely and irrevocably,
to indemnify and hold harmless each Class A Limited Partner from and
against any and all Expenses arising out of or in connection with or by 


 


34





















 


reason of any Person’s assertion
that the liabilities, debts or other obligations of the Partnership are
liabilities, debts or other obligations of such Class A Limited Partner; provided, however, that no such indemnification shall be
required hereunder for any such Expenses resulting from any action taken by
such Class A Limited Partner which exposes such Class A Limited Partner to
liability as a general partner under Delaware law.


 


(e)                                  Sections 5.05(a), 5.05(b), 5.05(c) and
5.05(d) hereof shall be enforced only to the maximum extent permitted by law
and no Partner shall be indemnified from any liability for the fraud, willful
misconduct, bad faith, or gross negligence of itself or any of its Affiliates.


 


(f)                                    Indemnification Procedures.


 


(i)                                     In
the event any claim is made by a third party against the General Partner, any
Limited Partner, or any affiliate, officer, director, agent, employee,
successor or assign of any of them (each of them being referred to as an “Indemnitee”), with
respect to an actual or potential liability for which any such Person is
otherwise entitled to be indemnified under any provisions of Sections 5.05(a),
5.05(b), 5.05(c) and 5.05(d) hereof, and any such Person wishes to be
indemnified with respect thereto, such Person shall promptly notify the
appropriate indemnitor(s) as provided in each such section (the “Indemnitor”); provided that the failure of any such Person to notify any
Indemnitor shall not relieve such Indemnitor from any liability which it
otherwise may have to such Person hereunder.


 


(ii)                                  Each
Indemnitee may by notice to the Indemnitor take control of all aspects of the
investigation and defense of all claims asserted against it and may employ
counsel of its choice and at the expense of the Indemnitor; provided that (A) the amount of any settlement such
Indemnitee may enter into must be consented to by the Indemnitor and no
Indemnitee may in connection with any such investigation, defense or
settlement, without the consent of the Indemnitor, require the Indemnitor or
any of its subsidiaries to take or refrain from taking any action (other than
payment of such a settlement amount) or to make any public statement, which
such Person reasonably considers to materially adversely affect its interest,
and (B) such Indemnitee may not take control of any investigation, defense
or settlement which could entail a risk of criminal liability to the Indemnitor
or any of its subsidiaries.  Upon the request of the Indemnitor, each
Indemnitee shall use its best efforts to keep the Indemnitor reasonably
apprised of the status of those aspects of such investigation and defense
controlled by such Indemnitee and shall provide such information with respect
thereto as the Indemnitor may reasonably request.  The Indemnitor shall
cooperate with the Indemnitee in all reasonable respects with respect thereto.


 


(iii)                               Any Indemnitor may, by
notice to the Indemnitees, take control of all aspects of the investigation and
defense of all claims asserted against it, and may employ counsel of its choice
and at its expense; provided that
(A) no Indemnitor may without the consent of any Indemnitee agree to any
settlement that requires such Indemnitee to make any payment that is not
indemnified hereunder, or does not grant a general release to such Indemnitee,
and in any event such Indemnitor may not in connection with any such
investigation, defense or settlement, without the consent of any Indemnitee,
take or 


 


35





















 


refrain from taking any action which would reasonably be expected to
materially impair the indemnification of such Indemnitee hereunder or would
require such Indemnitee to take or refrain from taking any action or to make
any public statement, which such Person reasonably considers to materially
adversely affect its interests, (B) no Indemnitor may take control of any
investigation, defense or settlement, without the consent of any Indemnitee, if
the liabilities involved in such proceedings involve any material risk of the
sale, forfeiture or loss of, or the creation of any Lien on, any property of
such Indemnitee and (C) no Indemnitor may take control of any
investigation, defense or settlement which could entail a risk of criminal liability
to any Indemnitee.  Upon the request of
any Indemnitee, the Indemnitor shall use its best efforts to keep such
Indemnitee reasonably apprised of the status of those aspects of such
investigation and defense controlled by such Indemnitor and shall provide such
information with respect thereto as such Indemnitee may reasonably
request.  The Indemnitees shall cooperate with the Indemnitor in all
reasonable respects with respect thereto.


 


SECTION 5.06. 
Compensation and Expenses.


 


(a)                                  Compensation and Reimbursement.  Except as otherwise provided in this Section 5.06,
no Partner or Affiliate of any Partner shall receive any salary, fee, or draw
for services rendered to or on behalf of the Partnership or otherwise in its
capacity as a Partner, nor shall any Partner or Affiliate of any Partner be
reimbursed for any expenses incurred by such Partner or Affiliate on behalf of
the Partnership or otherwise in its capacity as a Partner.


 


(b)                                 Management Fee.  For
services rendered to or on behalf of the Partnership in satisfaction of its
duties and obligations under this Agreement, the General Partner shall be paid
$500,000 per annum,
quarterly in arrears, pro rata for any partial Fiscal Quarter.


 


(c)                                  Expenses.  The
General Partner may charge the Partnership, and shall be reimbursed, for any
reasonable out-of-pocket expenses incurred in connection with the Partnership’s
business.


 


ARTICLE VI

ROLE OF LIMITED PARTNERS


 


SECTION 6.01.  Rights or
Powers.


 


The Limited Partners
shall not have any right or power to take part in the management or control of
the Partnership or its business and affairs or to act for or bind the
Partnership in any way.  Notwithstanding
the foregoing, the Limited Partners shall have all the rights and powers specifically
set forth in this Agreement.  A Limited
Partner, any Affiliate thereof or an employee, stockholder, agent, director or
officer of a Limited Partner or any Affiliate thereof, may also be an employee
or agent of the Partnership or a stockholder, director or officer of the
General Partner.  The existence of these
relationships and acting in such capacities will not result in a Limited
Partner being deemed to be participating in the control of the business of the
Partnership or otherwise affect the limited liability of any Limited Partner.


 


36





















 


SECTION 6.02.  Voting
Rights.


 


Each Limited Partner
shall have the right to vote only on those matters specifically reserved for
its vote (or a vote of the Partners) which are set forth in this Agreement and
as required by the Act.


 


SECTION 6.03.  Procedure
for Consent.


 


In any circumstances
requiring the approval or consent of any Limited Partner specified in this
Agreement, such approval or consent may, except as expressly provided to the
contrary in this Agreement, be given or withheld in the sole and absolute
discretion of such Limited Partner.  If
the General Partner receives the necessary approval or consent of the Limited
Partners to such action, the General Partner shall be authorized and empowered
to implement such action without further authorization by any Limited Partner.


 


ARTICLE VII

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


SECTION 7.01.  In
General.


 


As of the Closing Date,
each of the Partners hereby makes each of the representations and warranties
applicable to such Partner as set forth in Section 7.02 hereof.


 


SECTION 7.02. 
Representations and Warranties.


 


(a)                                  Due Formation or Incorporation;
Authorization of Agreement. 
Each Partner hereby represents and warrants that such Partner is a corporation,
a limited liability company or a partnership, as the case may be, duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation, as the case may be, and has the
partnership or corporate power and authority to own its property and carry on
its business as owned and carried on at the Closing Date.  Each IMS Health
Partner hereby represents and warrants that such Partner is duly licensed or
qualified to do business and is in good standing in each of the jurisdictions
in which the failure to be so licensed or qualified would have a Material
Adverse Effect.  Each Class A Limited Partner hereby represents and
warrants that such Partner is duly licensed or qualified to do business and in
good standing in each of the jurisdictions in which it would be required to be
so licensed or qualified without regard to its being a Limited Partner in the
Partnership and in which the failure to so qualify would have a Material
Adverse Effect.  Each Partner hereby
represents and warrants that such Partner has the corporate or partnership
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. Each Partner hereby represents and warrants that the
execution, delivery and performance by such Partner of this Agreement has been
duly authorized by all necessary corporate or partnership action.  Each
Partner hereby represents and warrants that this Agreement constitutes the
legal, valid and binding obligation of such Partner and is enforceable against
such Partner in accordance with its terms.


 


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(b)                                 No Conflict with Restrictions; No
Default.  Each Partner
hereby represents and warrants that neither the execution and delivery by such
Partner of this Agreement nor such Partner’s performance and compliance with
the terms and provisions hereof (i) will conflict with, violate or result
in a breach of any of the terms, covenants, conditions or provisions of any law
or governmental regulation in effect on the date hereof applicable to, or any
order, writ, injunction, decree, determination or award of any court,
governmental department, board, agency or instrumentality, domestic or foreign,
or arbitrator directed to or binding on such Partner which conflict, violation
or breach would have a Material Adverse Effect, (ii) will conflict with,
violate, result in a breach of or constitute a default under any agreement or
instrument to which such Partner is a party or by which such Partner is or may
be bound or to which any of its properties or assets is subject which conflict,
violation, breach or default would have a Material Adverse Effect, or any of
the terms or provisions of the organizational documents or by-laws of such
Partner, (iii) will conflict with, violate, result in a breach of,
constitute a default under (whether with notice or lapse of time or both),
accelerate or permit the acceleration of the performance required by, or
require any consent, authorization or approval under any of the terms or
provisions of any material indenture, mortgage, lease, agreement or instrument
to which such Partner is a party or by which such Partner or such Partner’s
property or assets is or may be bound, or (iv) will result in the creation
or imposition of any material lien upon any of the properties or assets of such
Partner.


 


(c)                                  Governmental Authorizations.  Each Partner hereby represents and
warrants that no material registration, declaration or filing with, or consent,
approval, license, permit or other authorization or order by, any governmental
or regulatory authority, domestic or foreign, is required in connection with
the valid execution, delivery and performance by such Partner of this
Agreement.


 


(d)                                 Litigation.


 


(i)                                     Each
IMS Health Partner hereby represents and warrants that (A) there are no
actions, suits, proceedings or investigations pending or, to the knowledge of
such Partner, threatened against or affecting such Partner or any of its
respective properties, assets, rights or businesses, in any court or before or
by any governmental department, board, agency or instrumentality, domestic or
foreign, or any arbitrator which would (or, in the case of an investigation,
could lead to any action, suit or proceeding, which would) reasonably be expected
to impair such Partner’s ability to perform its obligations under this
Agreement or to have a Material Adverse Effect or bring into question the
validity of this Agreement or the transactions contemplated hereby; and
(B) such IMS Health Partner has not received any currently effective
notice of any default, and such Partner is not in default, under any applicable
order, writ, injunction, decree, permit, determination or award of any court,
any governmental department, board, agency or instrumentality, domestic or
foreign, or any arbitrator which would reasonably be expected to impair its
ability to perform its obligations under this Agreement or to have a Material
Adverse Effect.


 


(ii)                                  Each
Class A Limited Partner hereby represents and warrants that there is no
action, suit, proceeding or investigation pending or, to the knowledge of such
Partner, 


 


38





















 


threatened against or affecting such Partner which seeks to question,
delay or prevent the consummation of the transactions contemplated hereby.


 


(e)                                  Investment Company Act; Public
Utility Holding Company Act.  Each Partner hereby represents and warrants
that (i) neither such Partner nor, as a result of the Partner’s ownership
of its Interest, is the Partnership an “investment company,” within the meaning
of the Investment Company Act of 1940, as amended and (ii) such Partner is
not a “holding company,” an “affiliate of a holding company,” or a “subsidiary
of a holding company” as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935, as amended.


 


(f)                                    Subsidiary.  Each of the General Partner and CMS hereby
represents and warrants that 100% of the capital stock of such Partner is
owned, directly or indirectly, by IMS Health.


 


(g)                                 Investigation; Intent.  Each Partner hereby represents and
warrants that (i) such Partner has received or had access to all relevant
information concerning the Partnership and such Partner’s investment in the
Partnership as such Partner deemed necessary and sufficient for it to make an
informed investment decision, (ii) such Partner has acquired its
Partnership Interest based upon its own investigation, and the exercise by such
Partner of its rights and the performance of its obligations under this Agreement
will be based upon its own investigation, analysis and expertise,
(iii) its acquisition of its Partnership Interest was made for its own
account for investment, and not with a view to the sale or distribution
thereof, and (iv) it has formed a partnership for the purpose of making an
economic profit from the transactions proposed to be entered into by the
Partnership.


 


(h)                                 Capitalization of Edam.  Edam
hereby represents and warrants the following:


 


(i)                                     It
is not an Affiliate of IMS Health;


 


(ii)                                  It
is capitalized with not less than three percent (3%) equity and:


 


(A)                              Such
equity is subordinate to all its outstanding debt;


 


(B)                                Such
equity is not funded with non-recourse debt that is collateralized by a pledge
of such equity;


 


(C)                                If
funded with recourse debt, the owner of such equity has other assets whose
value is at least equal to the value of such equity;


 


(D)                               Such
equity is not backed by a letter of credit; and


 


(E)                                 Such
equity is not the subject of residual insurance or a residual guaranty, in either
case that ensures recovery of such equity; and


 


(iii)                               Edam has not made
distributions in excess of its earnings determined in accordance with GAAP or
paid fees in respect of the structuring of the transactions contemplated by
this Agreement or paid costs incurred in connection with such transactions, in
each case to the owners of its equity.


 


39





















 


(i)                                     Transaction Fees.  Each IMS
Health Partner hereby represents and warrants that neither it nor any of its Affiliates
shall pay any fees or other amounts to any Class A Limited Partner in
respect of the transactions contemplated by this Agreement other than any
amounts to be paid or distributed to the Class A Limited Partners pursuant
to this Agreement.


 


SECTION 7.03.  Covenant
of Edam.


 


Edam hereby covenants
that at all times that it is a Partner it shall satisfy each of the following
requirements:


 


(a)                                  It shall not be an Affiliate of IMS Health;


 


(b)                                 It shall be capitalized with not less than three
percent (3%) equity and:


 


(i)                                     Such equity shall be subordinate to all its
outstanding debt;


 


(ii)                                  Such equity shall not be funded with non-recourse
debt that is collateralized by a pledge of such equity;


 


(iii)                               If funded with recourse debt, the owner of such
equity shall have other assets whose value is at least equal to the value of
such equity;


 


(iv)                              Such equity shall not be backed by a letter of
credit; and


 


(v)                                 Such equity shall not be the subject of residual
insurance or a residual guaranty, in either case that ensures recovery of such
equity; and


 


(c)                                  Edam shall not make distributions in excess of its
earnings determined in accordance with GAAP or pay fees in respect of the
structuring of the transactions contemplated by this Agreement or pay costs
incurred in connection with such transactions, in each case to the owners of
its equity.


 


SECTION 7.04.  Covenant
of Class A Limited Partners.


 


Each Class A Limited
Partner understands that the Partnership may be relying on Section 3(c)(1)
of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), and each Class A Limited Partner hereby
covenants that at all times that it is a Partner, such Class A Limited
Partner shall not take any action that would cause the Partnership to become an
“investment company” within the meaning of the Investment Company Act.


 


ARTICLE VIII

ACCOUNTING; BOOKS AND RECORDS


 


SECTION 8.01. 
Accounting; Books and Records.


 


(a)                                  Maintenance of Books and Records.  The Partnership shall maintain at its
principal place of business or, upon notice to the Partners, at such other
place as the General 


 


40





















 


Partner shall determine, separate
books of account for the Partnership which shall include a record of all costs
and expenses incurred, all charges made, all credits made and received, and all
income derived in connection with the conduct of the Partnership and the
operation of its business in accordance with this Agreement.


 


(b)                                 Accounting Methods.


 


(i)                                     The
Partnership shall use the accrual method of accounting in preparation of its
annual reports and for tax purposes and shall keep its books and records
accordingly.


 


(ii)                                  All
amounts payable under any agreement between the Partnership on the one hand and
the Partners or their Affiliates on the other hand shall be treated as
occurring between the Partnership and a Person who is not a Partner within the
meaning of Code Section 707(a)(1) and such amounts payable by the
Partnership to any Partner or its Affiliates shall be considered an expense or
capital cost, as the case may be, of the Partnership for income tax and
financial reporting purposes, and shall not be considered a distribution to
such Partner including, without limitation, in maintaining such Partner’s
Capital Account, and any such amounts payable by any Partner or its Affiliates
to the Partnership shall not be considered a contribution to the Partnership,
including, without limitation, in maintaining such Partner’s Capital Account.


 


(iii)                               Access
to Books, Records, etc.  Subject to Section 8.04
hereof, any Partner or any agents or representatives of such Partner, at the
Partner’s own expense and upon reasonable notice and with reasonable frequency,
may examine any information it may reasonably request and make copies of and
abstracts from the financial and operating records and books of account of the
Partnership, and discuss the affairs, finances and accounts of the Partnership
with the General Partner and its Responsible Officers, directors, officers and
independent accountants of the Partnership, all at such reasonable times and as
often as such Partner or any agents or representatives of such Partner may
reasonably request.  The rights granted to a Partner pursuant to this Section 8.01
are expressly subject to compliance by such Partner with the confidentiality
procedures and guidelines of the Partnership, as such procedures and guidelines
may be established from time to time.


 


SECTION 8.02.  Reports.


 


(a)                                  In General.  The General Partner shall be responsible
for the preparation of financial reports of the Partnership and the
coordination of financial matters of the Partnership with the Partnership’s
accountants.  Each report delivered by
the Partnership to the Partners pursuant to this Article VIII shall be
accompanied by a representation of a Responsible Officer of the General Partner
familiar with the affairs of the Partnership that (x) such report has been
prepared and fairly stated in all material respects in accordance with GAAP, or
to the extent inconsistent therewith, in accordance with this Agreement, and
(y) no Liquidating Event or Notice Event, or event which with notice or
lapse of time or both would constitute a Liquidating Event or Notice Event
(other than the Notice Event described in Section 14.01(a) hereof) has 


 


41





















 


occurred and is continuing or if
any such event has occurred and is continuing, the action that the General
Partner has taken or proposes to take with respect thereto.


 


(b)                                 Annual Reports.


 


(i)                                     Within
120 days after the end of each Fiscal Year beginning with the Fiscal Year
ending December 31, 2003, the General Partner shall cause to be prepared
and each Partner shall be furnished with (A) a balance sheet as of the
last day of such Fiscal Year and an income statement and statement of cash
flows for the Partnership for such Fiscal Year and notes associated with each;
and (B) a statement of the Partners’ Capital Accounts and changes therein
for such Fiscal Year.


 


(ii)                                  Within
120 days after the end of each Fiscal Year, each Class A Limited Partner shall
deliver written certification to the General Partner with respect to the
matters described in Sections 7.03 hereof.


 


(c)                                  Quarterly Reports.  Within sixty (60) days after the close of
the first three Fiscal Quarters of each Fiscal Year beginning with the Fiscal
Quarter ending September 30, 2003, the General Partner shall cause to be
prepared and each Partner shall be furnished with a balance sheet as of the
last day of such Fiscal Quarter and an income statement and a statement of cash
flows for the Partnership for such Fiscal Quarter and the notes associated with
each.


 


(d)                                 Retirement/Liquidation Date
Reports.  On the date on
which any distribution is made pursuant to Section 10.08(b) hereof in
retirement of all or any portion of any Class A Limited Partner’s Interest and
on the date on which final distributions are made to the Partners pursuant to Section 12.02
hereof, the General Partner shall cause to be prepared and each Partner
furnished with each of the following statements:


 


(i)                                     A
balance sheet as of the date of such distribution setting forth the aggregate
Mark-to-Market Values for each of the following as individual line items: the
CMS Intangible Assets, all Demand Loans held by the Partnership and the
Partnership Subsidiary, all Permitted Securities held by the Partnership and
the Partnership Subsidiary and all Cash Equivalents (a “Mark-to-Market
Balance Sheet”);
and


 


(ii)                                  A
statement of the Partners’ Capital Accounts as adjusted immediately prior to
such distribution (x) in the case of a distribution pursuant to Section 10.08(b)
hereof, pursuant to Sections 3.07 and 10.08(b) hereof, and (y) in the
case of a distribution pursuant to Section 12.02 hereof, pursuant to
Sections 3.07 and 12.02 hereof.


 


(e)                                  Purchase Option Reports. The General Partner shall cause to be prepared
and all Partners furnished with a statement of the Partners’ Capital Accounts
and a Mark-to-Market Balance Sheet (i) in the case of the exercise of the
Purchase Option after delivery of a Liquidation Notice as a result of the
occurrence of the Notice Event described in Section 14.01(a) hereof, on June 30,
2006, setting forth the Mark-to-Market Values of the Permitted Assets as of
such date, and (ii) in all other cases, not later than the sixtieth (60th)
day after the Election Date, and setting forth the Mark-to-Market Values of the
Permitted Assets as of the date of delivery of such Mark-to-Market Balance
Sheet (the date of delivery of the Mark-to-Market Balance Sheet pursuant to
clause (i) or (ii), the “Purchase Date”).


 


42





















 


For purposes of this Section 8.02(e),
the Partners’ Capital Accounts shall be determined in accordance with Section 3.07
hereof as of the Purchase Date taking into account (x) the adjustments to
the Gross Asset Values of the Partnership’s Property that would result from a
determination of the value of the Partnership’s Property in accordance with Section 10.08(b)(i)
hereof as of the Purchase Date, and (y) the allocation to the Partners’
Capital Accounts that would result from an allocation pursuant to Article III
of the Profits, Losses and other items of Partnership income, gain, loss or
deduction for the period beginning on the first day of the Allocation Year
during which the Purchase Date occurs and ending on the Purchase Date.


 


SECTION 8.03.  Tax
Matters.


 


(a)                                  (i)  The
General Partner is authorized to make any and all elections for federal, state,
and local tax purposes including, without limitation, any election, if
permitted by applicable law: (A) to adjust the basis of the Partnership’s
Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable
provisions of state or local law, in connection with Transfers of Partnership
Interests and Partnership distributions; (B) to extend the statute of
limitations for assessment of tax deficiencies against the Partners with
respect to adjustments to the Partnership’s federal, state, or local tax
returns; and (C) to the extent provided in Code Sections 6221 through
6231, to represent the Partnership and the Partners before taxing authorities
or courts of competent jurisdiction in tax matters affecting the Partnership or
the Partners in their capacities as Partners, and to file any tax returns and
execute any agreements or other documents relating to or affecting such tax
matters, including agreements or other documents that bind the Partners with
respect to such tax matters or otherwise affect the rights of the Partnership
and the Partners.  The General Partner is specifically authorized to act
as the “Tax Matters Partner” under
the Code and in any similar capacity under state or local law.


 


(ii)                                  The
General Partner shall give prompt notice to each Partner upon the receipt of
(A) written notice that the Internal Revenue Service or any state or local
taxing authority intends to examine the Partnership’s income tax returns for
any year; (B) written notice of commencement of an administrative
proceeding at the Partnership level related to the Partnership under Section 6223
of the Code; (C) written notice or any final partnership administrative
adjustment relating to the Partnership pursuant to a proceeding under Section 6223
of the Code; (D) any request from the Internal Revenue Service or any
comparable state or local agency for waiver of any applicable statute of
limitation with respect to the filing of any tax return by the Partnership; and
(E) any Form 5701 or comparable state or local audit adjustment
notices as soon as received, with copies of such notices provided to each
Partner.  In addition, each Partner will
be notified of and allowed to attend any opening and closing conferences
regarding any administrative proceeding at the Partnership level relating to
the Partnership under Section 6223 of the Code, and the General Partner will
provide copies to each Partner of any correspondence with the Internal Revenue
Service or comparable state or local agency regarding legal positions taken on
audit issues by the General Partner. 
Within ninety (90) days after receipt of notice of a final partnership
administrative adjustment, the General Partner shall notify each Partner if it
does not intend to file for judicial review with respect to such adjustment.


 


43





















 


(b)                                 Necessary tax information shall be delivered to
each Partner as soon as practicable after the end of each Fiscal Year of the
Partnership but not later than ninety (90) days after the end of each Fiscal
Year.  The General Partner shall file tax returns for the Partnership
prepared in accordance with the Code and the Regulations.  Each Partner agrees that it will report all
Partnership taxable income, gain, loss, deduction and credit for each Fiscal
Year in the manner reflected on the Partnership’s U.S. Partnership Return of
Income (Form 1065) and related Schedule K-1 furnished to such Partner for
such year.


 


SECTION 8.04. 
Proprietary Information.


 


The Limited Partners
shall not have access to (i) information which the General Partner
reasonably believes to be in the nature of trade secrets or proprietary
information, (ii) information the disclosure of which the General Partner
in good faith believes is not in the best interest of the Partnership or could
damage the Partnership or its business, (iii) any information subject to
the attorney-client privilege and (iv) any information which is required
by law or contract to be kept confidential; provided, however,
nothing set forth in this Section 8.04 shall prevent any appraiser doing
an appraisal performed in accordance with this Agreement from having access to
proprietary information described in this Section 8.04 to the extent
necessary to properly perform such appraisal and the General Partner shall
provide such information to any such appraiser; provided,
further, that such appraiser signs a confidentiality agreement
reasonably acceptable to the General Partner.


 


ARTICLE IX

AMENDMENTS; MEETINGS


 


SECTION 9.01.  Amendments.


 


Amendments to this
Agreement may be proposed by the General Partner or by any Limited
Partner.  Following such proposal, the General Partner shall submit to the
Partners a verbatim statement of any proposed amendment if counsel for the
Partnership shall have approved of the same in writing as to form, and the
General Partner shall include in any such submission a recommendation as to the
proposed amendment.  The General Partner shall seek the written vote of
the Partners on the proposed amendment or shall call a meeting to vote thereon
and to transact any other business that it may deem appropriate.  A
proposed amendment shall be adopted and be effective as an amendment to this
Agreement only if it receives the affirmative vote of the General Partner and
the Class B Limited Partner, provided that,
if any amendment would adversely affect any Class A Limited Partner, it
must also receive the affirmative vote of such Class A Limited Partner.


 


SECTION 9.02.  Meetings
of the Partners.


 


(a)                                  Meetings of the Partners may be called by the
General Partner and shall be called upon the written request of any other
Partner.  The call shall state the nature of the business to be
transacted.  Notice of any such meeting shall be given to all Partners not
less than seven (7) Business Days nor more than thirty (30) days prior to the
date of such meeting.  Partners may vote in person, by proxy or by
telephone at such meeting.  Whenever the vote or consent of


 


44





















 


Partners is permitted or required under the Agreement, such vote or
consent may be given at a meeting of Partners or may be given in accordance
with the procedure prescribed in Section 9.03 hereof.


 


(b)                                 For the purpose of determining the Partners
entitled to vote on, or to vote at, any meeting of the Partners or any
adjournment thereof, the General Partner or the Partner requesting such meeting
may fix, in advance, a date as the record date for any such
determination.  Such date shall not be more than thirty (30) days nor less
than ten (10) days before any such meeting.


 


(c)                                  Each Partner may authorize any Person or Persons
to act for it by proxy on all matters in which the Partner is entitled to
participate, including waiving notice of any meeting, or voting or
participating at a meeting.  Every proxy must be signed by the Partner or
its attorney-in-fact.  No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the
proxy.  Every proxy shall be revocable at the pleasure of the Partner
executing it.


 


(d)                                 Each meeting of Partners shall be conducted by the
General Partner or such other Person as the General Partner may appoint
pursuant to such rules for the conduct of the meeting as the General Partner or
such other Person deems appropriate.


 


SECTION 9.03.  Consent.


 


In the event the consent
of the Partners is required for any action to be taken by the Partnership, such
consent may be given at a meeting, which may be conducted by conference
telephone call, or provided in writing executed by all the Partners.


 


ARTICLE X

TRANSFERS OF INTERESTS


 


SECTION 10.01. 
Restriction on Transfers.


 


Except as otherwise
permitted by this Agreement, no Partner shall Transfer all or any portion of
its Interest.  Each Partner hereby
acknowledges the reasonableness of the restrictions on Transfer imposed by this
Agreement in view of the Partnership purposes and the relationship of the
Partners.  Accordingly, the restrictions
on Transfer contained herein shall be specifically enforceable.


 


SECTION 10.02.  Permitted
Transfers.


 


Subject to the conditions and restrictions set forth in Section 10.03
hereof, a Partner may at any time Transfer all or any portion of its
Interest to (i) any other Partner, (ii) any Wholly Owned Affiliate of
a Partner including the transferor, (iii) any Person approved by all of
the Partners, or (iv) in the case of any Class A Limited Partner, any
Person pursuant to Section 14.03 hereof.


 


45





















 


Any Transfer permitted by
this Section 10.02 shall be referred to in this Agreement as a “Permitted Transfer” and the Person
to which the Interest is transferred shall be a “Permitted
Transferee.”


 


SECTION 10.03. 
Conditions to Permitted Transfers.


 


A Transfer shall not be
treated as a Permitted Transfer under Section 10.02 hereof unless and
until the following conditions are satisfied:


 


(a)                                  The transferor and transferee shall execute and
deliver to the Partnership (i) such documents and instruments of
conveyance as may be necessary or appropriate in the opinion of counsel to the
Partnership to effect such Transfer and to confirm the agreement of the transferee
to be bound by the provisions of this Article X, and (ii) except in
the case of a Transfer to a Wholly Owned Affiliate of an IMS Health Partner, in
the case of the transferee, a confidentiality agreement substantially in the
form of the confidentiality agreement attached hereto as Exhibit B
(the “Form Confidentiality Agreement”). 
In addition, unless the requirements of this sentence have been waived by the
General Partner, the Partnership shall be reimbursed by the transferor and/or
transferee for all costs and expenses that it reasonably incurs in connection
with such Transfer.


 


(b)                                 The Transfer will not cause the Partnership to
terminate for federal income tax purposes, and the transferor shall provide the
Partnership an opinion of counsel to such effect.  Such counsel and
opinion shall be reasonably satisfactory to the General Partner, and the
General Partner and the other Partners shall provide to such counsel any
information available to the General Partner or to such other Partners, as the
case may be, and relevant to such opinion.


 


(c)                                  The transferor and transferee shall furnish the
Partnership with the transferee’s taxpayer identification number, sufficient
information to determine the transferee’s initial tax basis in the Interests
Transferred, and any other information reasonably necessary to permit the
Partnership to file all required federal and state tax returns and other
legally required information statements or returns.  Without limiting the
generality of the foregoing, the Partnership shall not be required to make any
distribution otherwise provided for in this Agreement with respect to any
Transferred Interests until it has received such information.


 


(d)                                 Such Transfer will be exempt from all applicable
registration requirements and will not violate any applicable laws regulating
the Transfer of securities, and, except in the case of a Transfer of Interests
to another Partner or to a Wholly Owned Affiliate of any Partner, including the
transferor, the transferor shall provide an opinion of counsel to such
effect.  Such counsel and opinion shall be reasonably satisfactory to the
General Partner.


 


(e)                                  Such Transfer will not cause the Partnership to be
deemed to be an “investment company” under the Investment Company Act of 1940,
as amended and the transferor shall provide an opinion of counsel to such
effect.  Such counsel and opinion 


 


46





















 


shall be reasonably satisfactory to the General
Partner, and the General Partner and the other Partners shall provide to such
counsel any information available to the General Partner or to such other
Partners, as the case may be, and relevant to such opinion.


 


(f)                                    Except in the case of a Transfer to a Wholly Owned
Affiliate of an IMS Health Partner, each Class A Limited Partner and the
transferee of such Class A Limited Partner shall execute certificates
substantially similar to the certificates (the “Form
Transferor Certificate” and the “Form
Transferee Certificate”) attached hereto as Exhibit C-1 and
Exhibit C-2, respectively.


 


SECTION 10.04.  Prohibited Transfers.


 


Any purported Transfer of
Interests that is not a Permitted Transfer shall be null and void and of no
effect whatever; provided that, if the Partnership
is required to recognize a Transfer that is not a Permitted Transfer (or if the
General Partner, in its sole discretion, elects to recognize a Transfer that is
not a Permitted Transfer), the Interest Transferred shall be strictly limited
to the transferor’s rights to allocations and distributions as provided by this
Agreement with respect to the Transferred Interests, which allocations and
distributions may be applied (without limiting any other legal or equitable
rights of the Partnership) to satisfy any debts, obligations, or liabilities
for damages that the transferor or transferee of such Interests may have to the
Partnership.


 


In the case of a Transfer
or attempted Transfer of Interests that is not a Permitted Transfer, the
parties engaging or attempting to engage in such Transfer shall be liable to
indemnify and hold harmless the Partnership and the other Partners from all
cost, liability, and damage that any of such indemnified Persons may incur
(including, without limitation, incremental tax liability and lawyers’ fees and
expenses) as a result of such Transfer or attempted Transfer and efforts to
enforce the indemnity granted hereby.


 


SECTION 10.05.  Rights of Unadmitted Assignees.


 


(a)                                  In General.  A Person who acquires one or more
Interests but who is not admitted as a substituted Partner pursuant to Section 10.06
hereof shall be entitled only to allocations and distributions with respect to
such Interests in accordance with this Agreement, but shall have no right to
any information or accounting of the affairs of the Partnership, shall not be
entitled to inspect the books or records of the Partnership, and shall not have
any of the rights of a General Partner or a Limited Partner under the Act or
this Agreement.


 


(b)                                 General Partner.  A transferee who acquires a Partnership
Interest from a General Partner under this Agreement by means of a Transfer
that is permitted under this Article X, but who is not admitted as a
General Partner, shall have no authority to act for or bind the Partnership, to
inspect the Partnership’s books, or otherwise to be treated as a General
Partner.  Following such a Transfer, the
transferor shall not cease to be a General Partner of the Partnership and shall
continue to be a General Partner until such time as the transferee is admitted
as a General Partner.


 


47





















 


SECTION 10.06.  Admission as Substituted Partners.


 


Subject to the other
provisions of this Article X, a transferee of Interests may be admitted to
the Partnership as a substituted Partner only upon satisfaction of the
conditions set forth below in this Section 10.06:


 


(a)                                  The Interests with respect to which the transferee
is being admitted were acquired by means of a Permitted Transfer;


 


(b)                                 The transferee becomes a party to this Agreement
as a Partner and executes such documents and instruments as the General Partner
may reasonably request (including, without limitation, amendments to the
Certificate) as may be necessary or appropriate to confirm such transferee as a
Partner in the Partnership and such transferee’s agreement to be bound by the
terms and conditions of this Agreement;


 


(c)                                  The transferee pays or reimburses the Partnership
for all reasonable legal, filing, and publication costs that the Partnership
incurs in connection with the admission of the transferee as a Partner with
respect to the Transferred Interests;


 


(d)                                 If the transferee is a partnership or a
corporation, the transferee provides the Partnership with evidence satisfactory
to counsel for the Partnership that such transferee has made each of the
representations and undertaken each of the warranties described in Section 7.02
hereof as of the date of the Transfer; and


 


(e)                                  In the event that the transferee of a Partnership
Interest from any Partner is admitted under this Agreement, such transferee
shall be deemed admitted to the Partnership as a substituted Partner
immediately prior to the Transfer, and with respect to the transferee of a
General Partner, such transferee shall continue the business of the Partnership
without dissolution.


 


SECTION 10.07. 
Distributions with Respect to Transferred Interests.


 


If any Partnership
Interest is sold, assigned, or Transferred in compliance with the provisions of
this Article X, all distributions on or before the date of such Transfer
shall be made to the transferor, and all distributions thereafter shall be made
to the transferee.  Solely for purposes of making such distributions, the
Partnership shall recognize such Transfer not later than the end of the
calendar month during which it is given notice of such Transfer; provided, however, that if the Partnership is given notice
of a Transfer at least fourteen (14) days prior to the Transfer, the
Partnership shall recognize such Transfer as of the date of such Transfer; and provided further, that if the Partnership does not receive a
notice stating the date such Interest was Transferred and such other
information as the General Partner may reasonably require within thirty (30)
days after the end of the accounting period during which the Transfer occurs,
all distributions shall be made to the Person who, according to the books and
records of the Partnership, on the last day of the accounting period during
which the Transfer occurs, was the owner of the Interest.  Neither the
Partnership nor the General Partner shall incur any liability for making
distributions in accordance with the provisions of this Section 10.07,
whether or not the General Partner or the Partnership has knowledge of any
Transfer of ownership of any Interest.


 


48





















 


SECTION 10.08.  Retirement of Limited Partners’ Interests in the
Partnership; Determination of Mark-to-Market Values and Gross Asset Values.


 


(a)                                  In General.


 


(i)                                     Optional Retirement of Limited Partner’s Interest.  The General Partner may, at any time, elect
to cause all or any portion of any Limited Partner’s Interest in the
Partnership to be retired in accordance with this Section 10.08 by giving
written notice of its election to the Partnership and to all other Partners; provided that:


 


(A)                              In
the case of a Class A Limited Partner, any single distribution made to a Class
A Limited Partner in retirement of its Interest in accordance with this Section 10.08
shall not be less than the lesser of the amount necessary to retire the entire
Interest of such Class A Limited Partner or $10,000,000 plus
integral multiples of $1,000,000;


 


(B)                                In
the case of the Class B Limited Partner, all Class A Limited Partners
shall have consented to such retirement; and


 


(C)                                No
Liquidating Event or Notice Event (or event which, with notice or lapse of
time, or both, would constitute a Liquidating Event or Notice Event, other than
the event described in Section 14.01(a) hereof) shall have occurred and be
continuing, immediately before or after giving effect to such retirement.


 


(ii)                                  Retirement Notice.  Any notice given pursuant to this Section 10.08(a)
(a “Retirement Notice”) shall include
the following:


 


(A)                              Either
a statement that the entire Interests of any Limited Partner is to be retired
or a statement of the amount to be distributed in retirement of any portion of
a Limited Partner’s Interest; and


 


(B)                                The
Retirement Date (as defined in and selected in accordance with Section 10.08(b)(iii)
hereof) on which retirement distributions shall be made to the Limited Partners.


 


(b)                                 Distributions Upon Retirement.  In the event that any portion of a Limited
Partner’s Interest in the Partnership is to be retired pursuant to this Section 10.08,
(x) the value of the Partnership’s assets shall be determined in
accordance with Section 10.08(b)(i) hereof and the Gross Asset Values of
all Partnership assets shall be adjusted pursuant to subparagraph (ii) of
the definition of Gross Asset Value in Section 1.10 hereof as of the
applicable Retirement Date, and (y) Profits, Losses and other items of
Partnership income, gain, loss or deduction for the period beginning on the
first day of the Allocation Year during which the Retirement Date occurs and
ending on the Retirement Date shall be allocated pursuant to Article III
hereof.  In the event that all or any
portion of a Limited Partner’s Interest in the Partnership is retired pursuant
to this Section 10.08, on the applicable Retirement Date, the Partnership
shall distribute to such Limited Partner (A)
in the event that the entire Interest of such Limited Partner is to be retired,
except to the extent otherwise provided in this Section 10.08(b), an
amount of cash, equal to the balance in such Limited Partner’s Capital Account
immediately after giving effect to the adjustments and 


 


49





















 


allocations required by the first
sentence of this Section 10.08(b) and as reflected on the statement of
Capital Accounts provided to the Partners pursuant to Section 8.02(d)(ii)
hereof, or (B) in the event that less
than the entire Interest of such Partner is to be retired, the amount stated in
the applicable Retirement Notice.  In the
event that all or any portion of the Class B Limited Partner’s Interest in
the Partnership is retired pursuant to this Section 10.08, on the
applicable Retirement Date, the Partnership may distribute to the Class B
Limited Partner Property having a Mark-to-Market Value equal to the amount of
cash that otherwise would have been distributed to the Class B Limited
Partner, provided that the Class B Limited
Partner agrees to the specific distribution of Property in lieu of cash.


 


(i)                                     For
purposes of determining the amount of any adjustment to the Gross Asset Values
of Partnership assets pursuant to subparagraph (ii) of the definition of
Gross Asset Value in Section 1.10 hereof, the value of each of the
Permitted Assets will be determined in accordance with this Section 10.08(b)(i)
(the “Mark-to-Market Value”).


 


(A)                              The
Mark-to-Market Value of any Demand Loan shall be equal to the par value of such
Loan plus accrued interest, if any; provided that if there has occurred and is continuing any
payment or other material default with respect to any such Loan at the time
such value is being determined, the Mark-to-Market Value of such Loan shall be
determined by an investment or commercial bank of national recognition selected
by the General Partner with the consent of the Class A Limited Partner (which
consent shall not be unreasonably withheld).


 


(B)                                The
Mark-to-Market Value of the CMS Intangible Assets shall be determined by
appraisal by Standard & Poor’s Corporate Value Consulting, a division of
The McGraw-Hill Companies or, if they are unavailable or unwilling to do such appraisal,
an Alternative Appraiser, in each case using substantially the same valuation
methodology as was used in determining the initial Gross Asset Value of the CMS
Intangible Assets.


 


(C)                                The
Mark-to-Market Value of any Cash or Cash Equivalents shall be valued at their
face value less unamortized discounts and plus unamortized
premium, if any.


 


(D)                               The
Mark-to-Market Value of any Permitted Security shall be equal to its Market
Value.


 


(E)                                 The
Mark-to-Market Value of the Partnership Subsidiary Stock shall be equal to the
aggregate Mark-to-Market Values of all Permitted Assets held by the Partnership
Subsidiary.


 


(F)                                 The
Mark-to-Market Value of any Leased Asset shall be determined pursuant to the
Termination Values Column appended to or associated with the Individual Leasing
Record to which such Leased Asset is subject and shall be an amount equal to
the product of (1) the initial Gross Asset Value of such Leased Asset
multiplied by (2) the percentage set forth in such Termination Values
Column beside the “Period” representing the number of completed quarters of the



 


50





















 


Basic Term; provided that,
(x) if any material default has occurred and is continuing with respect to
such Individual Leasing Record or (y) such asset is not subject to an
Individual Leasing Record, the Mark-to-Market Value of such Leased Asset shall
be determined pursuant to Section 10.08(b)(i)(H) hereof and, if any
material default has occurred and is continuing under the Master Lease, the
Mark-to-Market Values of all Leased Assets shall be determined pursuant to Section 10.08(b)(i)(H)
hereof.


 


(G)                                In
the event that it is necessary to determine the Mark-to-Market Value of any
Leased Assets pursuant to this Section 10.08(b)(i), such value shall be
determined by appraisal by Standard & Poor’s Corporate Value Consulting, a
division of The McGraw-Hill Companies, and if they are unavailable or unwilling
to do such appraisal, an Alternative Appraiser.


 


(ii)                                  If
all or any portion of the Class A Limited Partners’ Interests in the
Partnership are retired prior to June 30, 2006, the Partnership shall pay
to each Class A Limited Partner on the applicable Retirement Date cash in
an amount equal to such Class A Limited Partner’s Early Liquidation Premium, if
any.  Amounts payable under this Section 10.08(b)(ii)
shall be treated as guaranteed payments within the meaning of Code Section 707(c),
shall be considered an expense of the Partnership for income tax purposes and
an expense or capital item for financial reporting purposes, as the case may
be, and shall not be considered a distribution of money to any Class A Limited
Partner that would reduce its Capital Account.


 


(iii)                               In the event that the
General Partner has elected to retire all or any portion of a Limited Partner’s
Interest pursuant to Section 10.08(a) hereof, distributions shall be made
to each Limited Partner, and such portion of each Limited Partner’s Interest
shall be retired, at 3:00 p.m., Eastern Time, on the date (the “Retirement Date”) specified in the
Retirement Notice, which date shall not be less than five (5) Business Days or
more than fifteen (15) Business Days after the date on which the Retirement
Notice was given pursuant to Section 10.08(a) hereof.


 


ARTICLE XI

GENERAL PARTNER


 


SECTION 11.01.  Covenant
Not to Withdraw, Transfer, or Dissolve.


 


Except as otherwise
permitted by this Agreement, the General Partner hereby covenants and agrees
not to (i) take any action to file a certificate of dissolution or its
equivalent with respect to itself, (ii) withdraw or attempt to withdraw
from the Partnership, (iii) exercise any power under the Act to dissolve
the Partnership, (iv) Transfer all or any portion of its Interest in the
Partnership as a General Partner, or (v) petition for judicial dissolution
of the Partnership.  Further, the General Partner hereby covenants and
agrees to continue to carry out the duties of the General Partner under this
Agreement until the Partnership is dissolved and liquidated pursuant to Article XII
hereof.


 


51





















 


SECTION 11.02.  Termination of Status as General Partner.


 


(a)                                  The General Partner shall cease to be a General
Partner upon the first to occur of (i) the Bankruptcy of such Partner,
(ii) the Transfer of the General Partner’s entire Interest as a General
Partner, provided that the transferee is admitted
as a substituted General Partner pursuant to Section 10.06 hereof,
(iii) the involuntary Transfer by operation of law of the General
Partner’s Interest in the Partnership, or (iv) the vote of all of the
Partners to approve a request by the General Partner to withdraw.  In the event the General Partner ceases to be
a General Partner without having Transferred its entire Interest as a General
Partner, such Person shall be treated as an unadmitted transferee of a
Partnership Interest as a result of a Transfer (other than a Permitted
Transfer) of an Interest pursuant to Section 10.04 hereof.


 


If the General Partner
ceases to be a Partner for any reason under this Agreement, such Person shall
continue to be liable as a Partner for all debts and obligations of the
Partnership existing at the time such Person ceases to be a General Partner,
regardless of whether, at such time, such debts or liabilities were known or
unknown, actual or contingent provided, however, that the assets of such Person shall be subject to
the protection of Section 17-403(d) of the Act.  A Person shall not
be liable as a General Partner for Partnership debts and obligations arising
after such Person ceases to be a General Partner.  Any debts, obligations,
or liabilities in damages to the Partnership of any Person who ceases to be a
General Partner shall be collectible by any legal means and the Partnership is
authorized, in addition to any other remedies at law or in equity, to apply any
amounts otherwise distributable or payable by the Partnership to such Person to
satisfy such debts, obligations, or liabilities.


 


(b)                                 If at the time a Person ceases to be a General
Partner, such Person is also a Limited Partner with respect to Interests other
than its Interest as a General Partner, such cessation shall not affect such
Person’s rights and obligations with respect to such Limited Partner Interests.


 


SECTION 11.03.  Election
of New General Partners.


 


Provided the Partnership
has one General Partner, any Partner may nominate one or more Persons described
in Section 10.02 hereof for election as additional General Partners; provided that any such Person satisfies the requirements in
Sections 10.03 and 10.06 hereof applicable to the transferee in a Permitted
Transfer and the admission of a transferee as a substituted General
Partner.  The election of an additional General Partner shall require an
affirmative vote of all of the Partners.


 


ARTICLE XII

DISSOLUTION AND WINDING UP


 


SECTION 12.01. 
Liquidating Events.


 


The Partnership shall
dissolve and commence winding up and liquidating upon the first to occur of any
of the following (“Liquidating Events”):


 


52





















 


(a)                                  The date on which, pursuant to Section 14.02
hereof, a Liquidation Notice becomes effective to cause a Notice Event to
become a Liquidating Event;


 


(b)                                 In the event any one or more of the IMS Health
Partners has elected pursuant to Section 14.03 hereof to purchase any
Class A Limited Partner’s Interest, the failure of any of such IMS Health
Partners, or their designees, to pay the Purchase Price as required pursuant to
such Section 14.03;


 


(c)                                  The unanimous vote of the Partners to dissolve,
wind up, and liquidate the Partnership;


 


(d)                                 The happening of any other event that makes it
unlawful, impossible, or impractical to carry on the business of the
Partnership or the Delaware Court of Chancery has entered a decree pursuant to Section 17-802
of the Act, and such decree has become final; or


 


(e)                                  The withdrawal or removal of the General Partner,
the assignment by the General Partner of its entire Interest in the Partnership
or any other event that causes the General Partner to cease to be a general
partner under the Act; provided that
any such event shall not constitute a Liquidating Event if the Partnership is
continued pursuant to this Section 12.01.


 


The Partners
hereby agree that, notwithstanding any provision of the Act or the Delaware
Uniform Partnership Act, the Partnership shall not dissolve prior to the
occurrence of a Liquidating Event.  Upon the occurrence of any event set
forth in Section 12.01(e) hereof (so long as no other Liquidating Event
has occurred), the Partnership shall not be dissolved or required to be wound
up if at the time of such event there is at least one remaining General Partner
and that General Partner carries on the business of the Partnership (any such
remaining General Partner being hereby authorized to carry on the business of
the Partnership).  If at such time there
is not at least one remaining General Partner or the remaining General Partner
does not carry on the business of the Partnership, the Partnership shall be
liquidated in accordance with this Article XII.


 


SECTION 12.02.  Winding Up.


 


Upon the occurrence of a
Liquidating Event, the Partnership shall continue solely for the purposes of
winding up its affairs in an orderly manner, liquidating its assets, and
satisfying the claims of its creditors and Partners, and no Partner shall take
any action with respect to the Partnership that is inconsistent with the
winding up of the Partnership’s business and affairs; provided
that all covenants contained in this Agreement and obligations provided for in
this Agreement shall continue to be fully binding upon the Partners until such
time as the Property has been distributed pursuant to this Section 12.02
and the Certificate has been canceled pursuant to the Act.  The Liquidator
shall be responsible for overseeing the winding up and dissolution of the
Partnership.  The Liquidator shall take full account of the Partnership’s
liabilities and Property and, except as otherwise provided in Section 12.03
hereof, shall, (i) no later than June 30, 2006 in the case of the
occurrence of the Liquidating Event described in Section 12.01(a) hereof
that resulted from the occurrence of the Notice Event described in


 


53





















 


Section 14.01(a)
hereof, or (ii) within sixty (60) days of the occurrence of any other
Liquidating Event described in Section 12.01, cause the Property or the proceeds
from the sale or disposition thereof (as determined pursuant to Section 12.10
hereof), to the extent sufficient therefor, to be applied and distributed, to
the maximum extent permitted by law and notwithstanding anything in this
Agreement to the contrary, in the following order:


 


(a)                                  First, to creditors (including the Class A Limited
Partners to the extent such Partners are creditors, to the extent otherwise
permitted by law) other than the IMS Health Partners and their Affiliates, in
satisfaction of all of the Partnership’s debts and liabilities (including
claims and obligations as required by Section 17-804(b) of the Act) other
than liabilities for which reasonable provision for payment has been made and
liabilities for distributions to Partners under Section 17-601 or 17-604
of the Act;


 


(b)                                 Second, to the Class A Limited Partners in an amount
equal to the amount of any Early Liquidation Premium that is then due and
unpaid;


 


(c)                                  Third, to the payment and discharge of all of the
Partnership’s debts and liabilities to the IMS Health Partners and their
Affiliates to the extent adequate provision therefor has not been made; and


 


(d)                                 The balance, if any, to the Partners in accordance
with their positive Capital Accounts, after giving effect to all contributions,
distributions, and allocations for all periods.


 


In the event
that any payment or distribution made under this Section 12.02 is made
in-kind, the amount of the payment or distribution will be equal to the
Mark-to-Market Value of the Property paid or distributed at the time of such
payment or distribution.


 


The General Partner shall
not receive any additional compensation for any services performed pursuant to
this Article XII.


 


The IMS Health Partners
understand and agree that by accepting the provisions of this Section 12.02
setting forth the priority of the distribution of the assets of the Partnership
to be made upon its liquidation, the IMS Health Partners expressly waive any
right which they, as creditors of the Partnership, might otherwise have under
the Act to receive distributions of assets pari passu with
the other creditors of the Partnership in connection with a distribution of
assets of the Partnership in satisfaction of any liability of the Partnership,
and hereby subordinate to said creditors any such right.


 


SECTION 12.03.  Restoration of Deficit Capital Accounts;
Compliance With Timing Requirements of Regulations.


 


In the event the
Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g),
(x) distributions shall be made pursuant to this Article XII to the
Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2),
and (y) if the General Partner’s Capital Account has a deficit balance (after
giving effect to all contributions, distributions, and allocations for all
taxable years, including the taxable year during which such liquidation
occurs), the General Partner shall contribute to the 


 


54





















 


capital of the Partnership
the amount necessary to restore such deficit balance to zero in compliance with
Regulations

Section 1.704-1(b)(2)(ii)(b)(3).  If any Limited Partner has a
deficit balance in its Capital Account (after giving effect to all
contributions, distributions and allocations for all taxable years, including
the taxable year during which such liquidation occurs), such Limited Partner
shall have no obligation to make any contribution to the capital of the
Partnership with respect to such deficit, and such deficit shall not be
considered a debt owed to the Partnership or to any other Person for any
purpose whatsoever.  In the discretion of the Liquidator, with the consent
of the Class A Limited Partners, a portion (determined in the manner provided
below) of the distributions that may otherwise be made to the Partners pursuant
to this Article XII may be:


 


(a)                                  Distributed to a trust established for the benefit
of the Partners solely for the purposes of liquidating Property, collecting
amounts owed to the Partnership, and paying any contingent or unforeseen
liabilities or obligations of the Partnership or of the General Partner arising
out of or in connection with the Partnership.  The assets of any such
trust shall be distributed to the Partners from time to time, in the reasonable
discretion of the Liquidator, in the same proportions (as determined below) as
the amount distributed to such trust by the Partnership would otherwise have
been distributed to the Partners pursuant to Section 12.02 hereof; or


 


(b)                                 Withheld to provide a reasonable reserve for
Partnership liabilities (contingent or otherwise) and to allow for the
collection of the unrealized portion of any installment obligations owed to the
Partnership, provided that such withheld
amounts shall be distributed to the Partners as soon as practicable.


 


The portion of
the distributions that would otherwise have been made to each of the Partners
that is instead distributed to a trust pursuant to Section 12.03(a) hereof
or withheld to provide a reserve pursuant to Section 12.03(b) hereof shall
be determined in the same manner as the expense or deduction would have been
allocated if the Partnership had realized an expense equal to such amounts
immediately prior to distributions being made pursuant to Section 12.02
hereof.


 


SECTION 12.04.  Deemed Contribution and Distribution.


 


In the event the
Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g)
but no Liquidating Event has occurred, the Property shall not be liquidated,
the Partnership’s liabilities shall not be paid or discharged, and the
Partnership’s affairs shall not be wound up.  Instead, solely for federal
income tax purposes, the Partnership shall be deemed to have contributed all
Property and liabilities to a new limited partnership in exchange for an
interest in such new limited partnership and immediately thereafter, the
Partnership will be deemed to liquidate by distributing interests in the new
limited partnership to the Partners.


 


SECTION 12.05.  Rights of Partners.


 


Each Partner shall look
solely to the Property for the return of its Capital Contribution and, except
as otherwise provided in Section 12.10 hereof, shall have no right or
power to demand or receive property other than cash from the Partnership.


 


55





















 


SECTION 12.06.  Notice of Dissolution.


 


In the event a
Liquidating Event occurs or an event occurs that would, but for provisions of Section 12.01
hereof, result in a dissolution of the Partnership, the General Partner shall,
within thirty (30) days thereafter, provide written notice thereof to each of
the Partners and to all other parties with whom the Partnership regularly
conducts business (as determined in the discretion of the General Partner) and
shall publish notice thereof in a newspaper of general circulation in each
place in which the Partnership regularly conducts business (as determined in
the discretion of the General Partner).


 


SECTION 12.07.  Liquidation Guaranteed Payment.


 


On the date on which all of
the assets of the Partnership are distributed to the Partners pursuant to Section 12.02
hereof, the Partnership shall pay to each Class A Limited Partner an amount
equal to such Class A Limited Partner’s Early Liquidation Premium, if any.  Amounts payable under this Section 12.07
shall be paid in cash, unless, at such time as the Partnership has failed to
pay all or any portion of such amount then due and payable, the Class A Limited
Partners elect to have such amounts paid in-kind.  In the event the Class
A Limited Partners have made such an election, such payments shall be made in
the form of Demand Loans and/or Cash Equivalents (as determined by the Class A
Limited Partners in their sole discretion subject only to the Partnership
holding any such asset in the amounts requested) with an aggregate
Mark-to-Market Value equal to the amount due and payable.  In addition,
amounts payable under this Section 12.07 shall be treated as guaranteed
payments within the meaning of Code Section 707(c), shall be considered an
expense of the Partnership for income tax purposes and an expense or capital
item for financial reporting purposes, as the case may be, and shall not be
considered a distribution to any Class A Limited Partner for all purposes of
this Agreement, including, without limitation, in maintaining any Class A
Limited Partner’s Capital Account.


 


SECTION 12.08.  Character of Liquidating Distributions.


 


All payments made in
liquidation of the Interest of a retiring Partner (whether pursuant to Article X
or Article XII hereof) shall be made in exchange for the interest of such
Partner in Property pursuant to Section 736(b)(1) of the Code, including
the interest of such Partner in Partnership goodwill.


 


SECTION 12.09.  The Liquidator.


 


The “Liquidator”
shall mean the General Partner, provided that,
if at the time a Liquidating Event has occurred there is no remaining General
Partner, the “Liquidator” shall be
appointed by the Class A Limited Partners.


 


SECTION 12.10.  Form of Liquidating Distributions.


 


(a)                                  In general.  Except as provided in this Section 12.10,
for purposes of making distributions required by Section 12.02 hereof, the
Liquidator may determine whether to distribute all or any portion of the
Property in-kind or to sell all or any portion of the Property and distribute
the proceeds therefrom, provided that
the Liquidator shall not distribute Property other than cash to any Class A
Limited Partner without its consent, and the Liquidator shall be 


 


56





















 


required to reduce the Property
to cash to the extent necessary to make distributions to the Class A Limited
Partners pursuant to Section 12.02 hereof in cash.


 


(b)                                 Class A Limited Partner In-Kind
Election.  At the
election of the Class A Limited Partners, the Liquidator may be required to
distribute all of the Property in-kind. 
In such event, the Property to be distributed to each Partner shall be
determined by the Liquidator; provided that,
subject to Section 12.10(c) hereof, distribution of any Property to any
Class A Limited Partner other than Demand Loans or Cash Equivalents shall
require the consent of all of the Partners.


 


(c)                                  Other Permitted Assets.  In no
event shall any of the CMS Intangible Assets be distributed to the Class A
Limited Partners in kind.


 


ARTICLE XIII

POWER OF ATTORNEY


 


SECTION 13.01.  General Partner as Attorney-In-Fact.


 


Each Partner hereby
makes, constitutes, and appoints the General Partner, each successor General
Partner, and the Liquidator, severally, with full power of substitution and
resubstitution, its true and lawful attorney-in-fact for it and in its name,
place, and stead and for its use and benefit, to sign, execute, certify,
acknowledge, swear to, file, publish and record (i) all certificates of
limited partnership, amended name or similar certificates, and other
certificates and instruments (including counterparts of this Agreement) which
the General Partner or Liquidator may deem necessary to be filed by the
Partnership under the laws of the State of Delaware or any other state or
jurisdiction in which the Partnership is doing or intends to do business,
(ii) any and all amendments, restatements or changes to this Agreement and
the instruments described in subparagraph (i), as now or hereafter
amended, which the General Partner may deem necessary to effect a change or
modification of the Partnership approved by the Partners in accordance with the
terms of this Agreement, including, without limitation, amendments,
restatements or changes to reflect (A) the exercise by the General Partner
of any power granted to it under this Agreement, (B) any amendments
adopted by the Partners in accordance with the terms of this Agreement;
(C) the admission of any substituted Partner, and (D) the disposition
by any Partner of its Interest in the Partnership, (iii) all certificates
of cancellation and other instruments which the General Partner or Liquidator
deem necessary or appropriate to effect the dissolution and termination of the
Partnership pursuant to the terms of this Agreement, and (iv) any other
instrument which is now or may hereafter be required by law to be filed on
behalf of the Partnership or is deemed necessary by the General Partner or
Liquidator to carry out fully the provisions of this Agreement in accordance
with its terms.  Each Partner authorizes each such attorney-in-fact to
take any further action which such attorney-in-fact shall consider necessary in
connection with any of the foregoing, hereby giving each such attorney-in-fact
full power and authority to do and perform each and every act or thing
whatsoever requisite to be done in connection with the foregoing as fully as
such Partner might or could do personally, and hereby ratifying and confirming
all that any such attorney-in-fact shall lawfully do or cause to be done by
virtue thereof or hereof.


 


57





















 


SECTION 13.02.  Nature of Special Power.


 


The power of attorney
granted pursuant to this Article XIII:


 


(a)                                  Is a special power of attorney coupled with an
interest and is irrevocable;


 


(b)                                 May be exercised by any such attorney-in-fact by
listing the Partners executing any agreement, certificate, instrument, or other
document with the single signature of any such attorney-in-fact acting as
attorney-in-fact for such Partners; and


 


(c)                                  Shall survive and not be affected by the
subsequent Bankruptcy, insolvency, dissolution, or cessation of existence of a
Partner and shall survive the delivery of an assignment by a Partner of the
whole or a portion of its Interest in the Partnership (except that where the
assignment is of such Partner’s entire Interest in the Partnership and the
assignee is admitted as a substituted Partner, the power of attorney shall
survive the delivery of such assignment for the sole purpose of enabling any such
attorney-in-fact to effect such substitution) and shall extend to such
Partner’s or assignee’s successors and assigns.


 


ARTICLE XIV

NOTICE EVENTS


 


SECTION 14.01.  Notice Events.


 


In the event that any of
the following events (“Notice Events”)
shall occur, the Partners shall have the rights described in Section 14.02
hereof:


 


(a)                                  The occurrence of May 6, 2006;


 


(b)                                 The General Partner or IMS Health shall
(i) fail to remain in substantial compliance with the terms, covenants and
obligations required on its part to be performed or observed under
Sections 5.04(a) and 5.04(b) hereof, or (ii) fail to perform or
observe any material term, covenant or obligation on its part to be performed
or observed (except such terms, covenants or obligations as are described in
clause (i) above) under (A) this Agreement (except for specific
violations the cure periods for which are specifically provided for as Notice
Events hereunder), (B) the 2003 IMS Health Lease, (C) the IMS Health
Guaranty, in each case if such failure under either clause (i) or
clause (ii) of this Section 14.01(b) is not cured within thirty (30)
days of a Responsible Officer obtaining actual knowledge of such failure;


 


(c)                                  The failure of the Partnership to distribute to
each Class A Limited Partner in immediately available funds on the last
Business Day of each Fiscal Quarter an amount equal to the remainder, if any,
of (i) the cumulative Priority
Return of such Class A Limited Partner from July 1, 2003 to the last
Business Day of the Fiscal Quarter during which such distribution is made, minus (ii) all
prior distributions to such Class A Limited 


 


58





















 


Partner pursuant to Section 4.01 hereof, if
such failure is not cured within ten (10) Business Days of receipt by the
General Partner of notice thereof;


 


(d)                                 The Bankruptcy of the Partnership, the General
Partner or IMS Health; and


 


(e)                                  An IMS Health Event shall occur.


 


SECTION 14.02.  Liquidation Notice.


 


At any time on or after
the occurrence of a Notice Event, each Class A Limited Partner may elect
to cause such Notice Event to result in a Liquidating Event by delivering to
the General Partner a notice (a “Liquidation Notice”)
of such election; provided that: (i) such
Notice Event shall not result in a Liquidating Event until the expiration of
ten (10) Business Days following such delivery, (ii) such Class A
Limited Partner may rescind such Liquidation Notice by delivering to the
General Partner a notice prior to such tenth (10th) Business Day, and (iii) a
Liquidation Notice automatically will be deemed rescinded upon the election
within such ten (10) Business Day period by any one or more of the IMS Health
Partners pursuant to the Purchase Option to purchase all Class A Limited
Partners’ Interests.


 


SECTION 14.03.  Electing Partners’ Purchase Option.


 


(a)                                  Election of Purchase Option.  Any one
or more of the IMS Health Partners or their designees (referred to in this Section 14.03
as the “Electing Partners”) may
elect pursuant to a purchase option (the “Purchase Option”)
to purchase the Class A Limited Partners’ entire Interests in such proportions
as they shall agree (i) within the ten (10) Business Day period prior to
the effectiveness of any Liquidation Notice delivered to the General Partner
pursuant to Section 14.02 hereof, or (ii) at any time after June 30,
2006 upon ten (10) Business Days’ prior notice (the “Election
Notice”).  The day on
which a Liquidation Notice is delivered to the General Partner shall be the “Election Date,”  provided that, if no Liquidation Notice has been delivered,
the day on which the Election Notice is given shall be the “Election Date.”  An
Election Notice given pursuant to this Section 14.03 shall be irrevocable
and binding on the Electing Partners.


 


(b)                                 Purchase Price.  The purchase price (the “Purchase Price”) of each
Class A Limited Partner’s Interest shall equal the sum of (i) the balance
in such Class A Limited Partner’s Capital Account as stated on the statement of
Capital Accounts determined in accordance with this Agreement and provided to
the Partners pursuant to Section 8.02(e) hereof; and (ii) an amount equal
to such Class A Limited Partner’s Early Liquidation Premium, if any.


 


(c)                                  Purchase.


 


(i)                                     The
Purchase Price shall be payable in immediately available funds, and the closing
of the purchase and sale of each Class A Limited Partner’s Interest shall
occur, on the Purchase Date.


 


(ii)                                  The
closing shall occur at such place as is mutually agreeable to the Partners, or
upon the failure to agree, at the principal place of business of the 


 


59





















 


Partnership.  On the Purchase Date, each Class A Limited Partner
shall deliver to the Electing Partners good title, free and clear of any liens,
claims, encumbrances, security interests or options, to its Interest thus
purchased.  The Electing Partners shall remain obligated to pay any and
all reasonable out-of-pocket expenses (including attorneys’ fees and expenses)
incurred by each Class A Limited Partner in enforcing any rights under this Section 14.03.


 


(iii)                               On the Purchase Date,
the Partners shall execute such documents and instruments of conveyance as may
be necessary or appropriate to effectuate the transaction contemplated hereby,
including, without limitation, the Transfer of the Interests of the Class A
Limited Partners.  The reasonable costs of such Transfer and closing,
including, without limitation, attorneys’ fees and filing fees, shall be paid
by the Electing Partners.


 


(d)                                 Treatment as Purchase Under Section 741.  The Partners agree to treat the Transfer
of the Class A Limited Partners’ Interests to the Electing Partners pursuant to
this Section 14.03 as a purchase and sale under Section 741 of the
Code and not as a retirement under Section 736 of the Code.


 


ARTICLE XV

MISCELLANEOUS


 


SECTION 15.01.  Notices.


 


Any notice, payment,
demand, or communication required or permitted to be given by any provision of
this Agreement shall be in writing or by facsimile and shall be deemed to have
been delivered, given, and received for all purposes (i) if delivered
personally to the Person or to an officer of the Person to whom the same is
directed, or (ii) when the same is actually received, if sent either by
registered or certified mail, postage and charges prepaid, or by facsimile, if
such facsimile is followed by a written copy of the facsimile communication
sent by registered or certified mail, postage and charges prepaid, addressed as
follows, or to such other address as such Person may from time to time specify
by notice to the Partners:


 


 


	
   

  	
  If to the Partnership:

  
	
   

  	
   

  
	
   

  	
  IMS Health Licensing Associates, L.P.

  
	
   

  	
  c/o IMS AG,

  
	
   

  	
  General
  Partner

  
	
   

  	
  Dorfplatz 4

  
	
   

  	
  6330 Cham

  
	
   

  	
  Switzerland

  
	
   

  	
  Attention: Peter Echser

  
	
   

  	
  Facsimile: 011-41-41-780-0363

  
			



 


60





















 


	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  IMS Health Incorporated

  
	
   

  	
  1499 Post Road

  
	
   

  	
  Fairfield, CT 06824

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
  Facsimile: (203) 319-4552

  
	
   

  	
   

  
	
   

  	
  If to the General Partner:

  
	
   

  	
   

  
	
   

  	
  IMS AG

  
	
   

  	
  Dorfplatz 4

  
	
   

  	
  6330 Cham

  
	
   

  	
  Switzerland

  
	
   

  	
  Attention: Peter Echser

  
	
   

  	
  Facsimile: 011-41-41-780-0363

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  IMS Health Incorporated

  
	
   

  	
  1499 Post Road

  
	
   

  	
  Fairfield, CT 06824

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
  Facsimile: (203) 319-4552

  
	
   

  	
   

  
	
   

  	
  If to CMS:

  	
   

  
	
   

  	
   

  
	
   

  	
  Coordinated Management Systems, Inc.

  
	
   

  	
  801 West Street, 2nd Floor

  
	
   

  	
  Wilmington, Delaware 19801-1545

  
	
   

  	
  Attention: Kenneth J. Kubacki

  
	
   

  	
  Facsimile: (302) 428-1410

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  IMS Health Incorporated

  
	
   

  	
  1499 Post Road

  
	
   

  	
  Fairfield, CT 06824

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
  Facsimile: (203) 319-4552

  
				



 


61





















 


	
   

  	
  If to Utrecht:

  
	
   

  	
   

  
	
   

  	
  Utrecht-America Finance Co.

  
	
   

  	
  245 Park Avenue

  
	
   

  	
  New York, New York 10167

  
	
   

  	
  Attention: Treasurer

  
	
   

  	
  Facsimile: (212) 922-0969

  
	
   

  	
   

  
	
   

  	
  If to Edam:

  
	
   

  	
   

  
	
   

  	
  Edam, L.L.C.

  
	
   

  	
  c/o Utrecht-America Financial Services,
  Inc.

  
	
   

  	
  245 Park Avenue

  
	
   

  	
  New York, New York 10167

  
	
   

  	
  Attention: Treasurer

  
	
   

  	
  Facsimile: (212) 922-0969

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Cooperatieve Centrale
  Raiffeisen-Boerleenbank B.A.

  
	
   

  	
  “Rabobank Nederland,” New York Branch

  
	
   

  	
  245 Park Avenue

  
	
   

  	
  New York, New York 10167

  
	
   

  	
  Attention: Treasurer

  
	
   

  	
  Facsimile: (212) 922-0969

  
			



 


Any such
notice shall be deemed to be delivered, given, and received for all purposes as
of the date so delivered, if delivered personally, or otherwise as of the date
on which the same was received.  Any
Person may from time to time specify a different address by notice to the
Partnership and the Partners.


 


SECTION 15.02.  Binding Effect.


 


Except as otherwise
provided in this Agreement, every covenant, term, and provision of this
Agreement shall be binding upon and inure to the benefit of the Partners and
their respective successors, transferees and assigns.


 


SECTION 15.03. 
Construction.


 


Every covenant, term, and
provision of this Agreement shall be construed simply according to its fair meaning
and not strictly for or against any Partner.


 


SECTION 15.04.  Headings.


 


Section and other
headings contained in this Agreement are for reference purposes only and are
not intended to describe, interpret, define, or limit the scope, extent, or
intent of this Agreement or any provision of this Agreement.


 


62





















 


SECTION 15.05.  Severability.


 


Except as otherwise
provided in the succeeding sentence, every provision of this Agreement is
intended to be severable, and, if any term or provision of this Agreement is
illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity or legality of the remainder of this
Agreement.  The preceding sentence of this Section 15.05 shall be of
no force or effect if the consequence of enforcing the remainder of this
Agreement without such illegal or invalid term or provision would be to cause
any Partner to lose the benefit of its economic bargain.


 


SECTION 15.06.  Variation of Pronouns.


 


All pronouns and any
variations thereof shall be deemed to refer to masculine, feminine, or neuter,
singular or plural, as the identity of the Person or Persons may require.


 


SECTION 15.07.  Governing Law.


 


The laws of the State of
Delaware shall govern the validity of this Agreement, the construction of its
terms, and the interpretation of the rights and duties of the Partners.


 


SECTION 15.08.  Waiver of
Action for Partition.


 


Each of the Partners
irrevocably waives any right that it may have to maintain any action for
partition with respect to any of the Property.


 


SECTION 15.09.  Waiver of
Jury Trial.


 


Each of the Partners
irrevocably waives to the extent permitted by law all rights to trial by jury
in any action, proceeding or counterclaim arising out of or relating to this
Agreement.


 


SECTION 15.10.  Consent
to Jurisdiction.


 


Each Partner
(i) irrevocably submits to the jurisdiction of any New York State or
Delaware State court or Federal court sitting in New York County or Wilmington,
Delaware in any action arising out of this Agreement, (ii) agrees that all
claims in such action may be decided in such court, (iii) waives, to the
fullest extent it may effectively do so, the defense of an inconvenient forum,
and (iv) consents to the service of process by mail.  A final judgment in any such action shall be
conclusive and may be enforced in other jurisdictions.  Nothing herein shall affect the right of any
party to serve legal process in any manner permitted by law or affect its right
to bring any action in any other court.


 


SECTION 15.11. 
Counterpart Execution.


 


This Agreement may be
executed in any number of counterparts with the same effect as if all of the
Partners had signed the same document.  All counterparts shall be
construed together and shall constitute one agreement.


 


63





















 


SECTION 15.12.  Sole and
Absolute Discretion.


 


Except as otherwise
provided in this Agreement, all actions which the General Partner may take and
all determinations which the General Partner may make pursuant to this
Agreement may be taken and made at the sole and absolute discretion of the
General Partner.


 


SECTION 15.13.  Specific
Performance.


 


Each Partner agrees with
the other Partners that the other Partners would be irreparably damaged if any
of the provisions of this Agreement are not performed in accordance with their
specific terms and that monetary damages would not provide an adequate remedy
in such event.  Accordingly, it is agreed that, in addition to any other
remedy to which the nonbreaching Partners may be entitled, at law or in equity,
the nonbreaching Partners shall be entitled to injunctive relief to prevent
breaches of the provisions of this Agreement and specifically to enforce the
terms and provisions of this Agreement in any action instituted in any court of
the United States or any state thereof having subject matter jurisdiction
thereof.


 


[signatures follow on
separate pages]


 


64





















 


IN WITNESS WHEREOF, the
parties have entered into this Eighth Amended and Restated Agreement of Limited
Partnership as of the date first above set forth.


 


 


	
   

  	
  GENERAL PARTNER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IMS AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Peter
  Echser

  	
   

  
	
   

  	
  Name: Peter
  Echser

  
	
   

  	
  Title:
    Controller

  



 





















 


	
   

  	
  LIMITED PARTNERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COORDINATED MANAGEMENT SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mary
  Lombardi

  	
   

  
	
   

  	
  Name: Mary
  Lombardi

  
	
   

  	
  Title:   Executive
  Vice President

  



 


D-2





















 


	
   

  	
  UTRECHT-AMERICA FINANCE CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Kevin
  Moclair

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kevin Moclair

  
	
   

  	
   

  	
  Title:

  	
  AT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Nancy J.
  McIver

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nancy J. McIver

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


D-3





















 


	
   

  	
  EDAM, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  Merel Corp.

  
	
   

  	
   

  	
   Its
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Nancy J.
  McIver

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Nancy J. McIver

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Chris G.
  Kortlandt

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Chris G. Kortlandt

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Treasurer

  
						



 


D-4