Exhibit
10.2


EXECUTION
COPY


 


PARENT GUARANTEE AGREEMENT


between


IMS HEALTH INCORPORATED


and


GOLDMAN, SACHS & CO.


 


 


Dated as of
January 19, 2007


 


 
















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
   

  
	
  DEFINED TERMS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
   

  	
  Definitions

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  
	
  GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
   

  	
  Guarantee

  	
   

  	
  2

  	
   

  
	
  Section 2.02.

  	
   

  	
  Guarantee Absolute and Unconditional

  	
   

  	
  3

  	
   

  
	
  Section 2.03.

  	
   

  	
  Waiver and Acknowledgements

  	
   

  	
  4

  	
   

  
	
  Section 2.04.

  	
   

  	
  Subrogation

  	
   

  	
  4

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES OF GUARANTOR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
   

  	
  Representations and Warranties of Guarantor

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
   

  	
  Amendments in Writing

  	
   

  	
  11

  	
   

  
	
  Section 4.02.

  	
   

  	
  No Waiver by Course of Conduct; Cumulative
  Remedies

  	
   

  	
  11

  	
   

  
	
  Section 4.03.

  	
   

  	
  Successors and Assigns

  	
   

  	
  12

  	
   

  
	
  Section 4.04.

  	
   

  	
  Set-Off

  	
   

  	
  12

  	
   

  
	
  Section 4.05.

  	
   

  	
  Credit Support Documents.

  	
   

  	
  12

  	
   

  
	
  Section 4.06.

  	
   

  	
  Claim in Bankruptcy

  	
   

  	
  12

  	
   

  
	
  Section 4.07.

  	
   

  	
  Counterparts

  	
   

  	
  13

  	
   

  
	
  Section 4.08.

  	
   

  	
  Severability

  	
   

  	
  13

  	
   

  
	
  Section 4.09.

  	
   

  	
  Section Headings

  	
   

  	
  13

  	
   

  
	
  Section 4.10.

  	
   

  	
  Integration

  	
   

  	
  13

  	
   

  
	
  Section 4.11.

  	
   

  	
  GOVERNING LAW

  	
   

  	
  13

  	
   

  
	
  Section 4.12.

  	
   

  	
  Arbitration

  	
   

  	
  13

  	
   

  
	
  Section 4.13.

  	
   

  	
  Acknowledgements

  	
   

  	
  14

  	
   

  



 



 i















PARENT GUARANTEE
AGREEMENT


This PARENT GUARANTEE AGREEMENT (this “Agreement”), dated as of January 19, 2007, is entered into
between IMS Health Incorporated, a Delaware corporation (“Guarantor”)
and Goldman, Sachs & Co. (“GS&Co.”)
and contains a guarantee made by Guarantor in favor of GS&Co.


WITNESSETH:


WHEREAS, Guarantor is the issuer of
shares of common stock, par value $0.01 per share (Ticker: RX) (“Shares”);


WHEREAS, IMS (Gibraltar) Holding
Limited (“Counterparty”) and GS&Co. have
entered into a master confirmation dated as of January 19, 2007 (the “Master Confirmation”), pursuant to which, Counterparty and
GS&Co. may enter into transactions to purchase and sell Shares upon the
terms and subject to the conditions set forth therein (each, a “Transaction”);


WHEREAS, Counterparty and GS
have entered into a supplemental confirmation to the Master Confirmation dated
as of January 19 2007 (the “January 2007 Supplemental
Confirmation”) pursuant to which Counterparty and GS has entered
into a Transaction;


WHEREAS, it is a condition
precedent to the effectiveness of each Transaction that Guarantor shall have
executed and delivered this Agreement to GS&Co.;


NOW, THEREFORE, in consideration of
the premises and to induce GS&Co. to enter into the Master Confirmation, the
January 2007 Supplemental Confirmation and any future supplemental confirmation
to the Master Confirmation, Guarantor hereby agrees with GS&Co., for the
benefit of GS&Co., as follows:


ARTICLE 1

DEFINED TERMS


Section 1.01.  Definitions.  (a) Unless otherwise defined
herein, terms defined in the Master Confirmation are used herein as therein
defined.


(b)       The following terms have the following
meanings:


“Agreement”:  has the meaning set forth in the introductory
paragraph hereof.


“Bankruptcy
Code”: has the meaning set forth in Section 3.01.













“Confirmation”:  means, with respect to each Transaction, the
Master Confirmation as supplemented by the relevant Supplemental Confirmation
(including, without limitation, the January 2007 Supplemental Confirmation).


“Counterparty”:
has the meaning set forth in the introductory paragraph hereof.


“Exchange Act”:
has the meaning set forth in Section 3.01.


“GS&Co.”:
has the meaning set forth in the introductory paragraph hereof.


“Guarantor”:  has the meaning set forth in the introductory
paragraph hereof.


“ISDA
Agreement”:  means the “Agreement”
as defined in the Master Confirmation.


“January 2007
Supplemental Confirmation”: has the meaning set forth in the
introductory paragraph hereof.


“Master
Confirmation”: has the meaning set forth in the introductory
paragraph hereof.


“NYSE”:
has the meaning set forth in Section 4.12.


“NASD-DR”:
has the meaning set forth in Section 4.12.


“Regulation D”:
has the meaning set forth in Section 3.01.


“Regulation M”:
has the meaning set forth in Section 3.01


“Rule 10b5-1”:
has the meaning set forth in Section 3.01.


“Rule 10b-18”:
has the meaning set forth in Section 3.01.


“Security”:
has the meaning set forth in Section 2.01.


“Shares”:
has the meaning set forth in the introductory paragraph hereof.


“Transaction”:
has the meaning set forth in the introductory paragraph hereof.


ARTICLE 2

GUARANTEE


Section 2.01.  Guarantee.  (a) Guarantor hereby
unconditionally and irrevocably guarantees to GS&Co., for the benefit of
GS&Co., the prompt and 



 2
 









complete payment and performance when due of the
obligations of Counterparty under each Confirmation and the ISDA Agreement
(including, without limitation, any obligation Counterparty may have under the
Net Share Settlement provisions of the Master Confirmation), each as may be
further modified, amended or supplemented from time to time (collectively, the “Obligations”).  Any
amounts or deliveries that would be owed or due by Counterparty to GS&Co.
under any Confirmation and the ISDA Agreement but are unenforceable or not
allowable against Counterparty because Counterparty is the subject of a
bankruptcy, liquidation, reorganization or similar case or proceeding, shall
nonetheless be deemed owed or due for the purposes of this Article.  GS&Co. shall not be obligated to file any
claim relating to the Obligations in the event Counterparty becomes subject to
a bankruptcy, liquidation, reorganization or similar case or proceeding, and
the failure by GS&Co. to so file shall not affect Guarantor’s obligations
hereunder.


(b)        This Article is a guarantee of payment
and performance when due and not of collection. 
Guarantor agrees that GS&Co. may resort to Guarantor for payment or
performance of any of the Obligations, whether or not GS&Co. shall have
realized against or applied, or attempted to realize against or apply, any
property provided by an entity as collateral security or other credit support
for the Obligations (such property and credit support collectively, “Security”) or proceeded or attempted to
proceed against Counterparty or any other entity principally or secondarily
obligated with respect to the Obligations.


(c)        Guarantor’s obligations under this
Article shall continue to be effective or be reinstated, as the case may be, if
at any time any payment or performance of any of the Obligations is rescinded
or must otherwise be returned by GS&Co. upon or as a result of the
insolvency, bankruptcy, liquidation or reorganization of Counterparty or
otherwise, all as though such payment or performance had not been made.


Section 2.02.  Guarantee Absolute and
Unconditional.  Guarantor
guarantees that the Obligations will be performed strictly in accordance with
the provisions of this Agreement, the relevant Confirmation and the ISDA
Agreement, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such provisions or the rights of
GS&Co. with respect thereto.  The
liability of Guarantor under this Article shall be irrevocable, absolute and
unconditional irrespective of, and Guarantor hereby irrevocably waives, any
defenses it may now or hereafter have (including any defense based on the
failure to provide notice to or obtain the consent of Guarantor) in any way
relating to, any or all of the following:


(a)        lack of validity or enforceability of this Agreement, the relevant
Confirmation or the ISDA Agreement;


(b)       the
entry into additional transactions, any indulgence, concession, waiver or
consent given to Counterparty, or any other changes in the amount of, 



 3
 









time, manner or place of payment of, or in any other
term of any or all of the Obligations;


(c)        any taking, exchange, release,
non-perfection, realization or application of or on any Security;


(d)       any change, restructuring or termination
in or of the structure or existence of Counterparty; or


(e)        any other circumstance (including,
without limitation, any statute of limitations) that might otherwise constitute
a defense available to, or a discharge of, Guarantor or Counterparty.


Section 2.03.  Waiver and
Acknowledgements.  (a) Guarantor
hereby waives promptness, diligence, demand for performance, notice of
acceptance, presentment, protest, non-performance, default, acceleration, early
termination, protest or dishonor, any other notice with respect to any of the
Obligations and this Article, and any requirement that GS&Co. protect,
secure, perfect or insure any Security or exhaust any right or take any action
against Guarantor or any other entity or any Security.


(b)       Guarantor hereby waives any right to
revoke this guarantee, and acknowledges that its obligations under this Article
is continuing in nature and applies to all Obligations, whether existing now or
in the future.


(c)        Guarantor hereby waives (i) any defense
arising by reason of any claim or defense based upon an election of remedies by
GS&Co. that in any manner impairs, reduces, releases or otherwise adversely
affects Guarantor’s subrogation, reimbursement, exoneration, contribution or
indemnification rights or other rights to proceed against Counterparty, any
other guarantor, any other entity or any Security, and (ii) any defense based
on any right of set-off or counterclaim against or in respect of Guarantor’s
obligations under this Article.


Section 2.04.  Subrogation.  Guarantor will not exercise any
rights that it may now have or hereafter acquire against Counterparty or any
other guarantor that arise from the existence, payment, performance or
enforcement of Guarantor’s obligations under this Article, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of
GS&Co. against Counterparty, any other guarantor or any Security, whether
or not such claim, remedy or right arises in equity or under contract, statute
or common law, including, without limitation, the right to take or receive from
Counterparty or any other guarantor, directly or indirectly, in cash or other
property, by set-off or in any other manner, payment or security on account of
such claim, remedy or right, unless and until all of the Obligations shall have
been finally and irrevocably satisfied in full. 
If any amount shall be paid to Guarantor in violation of the preceding
sentence at any time prior to the final and irrevocable payment or performance
in full of all of the 



 4
 









Obligations, such amount shall be held in trust for
the benefit of GS&Co. and shall forthwith be paid to GS&Co. to be (at
the election of GS&Co.) credited and applied to the Obligations, whether
matured or unmatured, in accordance with the terms of this Agreement, the
relevant Confirmation and the ISDA Agreement, and/or to be held as collateral
security for any Obligations thereafter arising.


ARTICLE 3

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF GUARANTOR


Section 3.01.  Representations, Warranties
and Agreements of Guarantor.  Guarantor
represents and warrants to, and agrees with, GS&Co. that:


(a)        It is duly organized and validly
existing under the laws of the jurisdiction of its organization or
incorporation and, if relevant under such law, in good standing.


(b)       It has the power to execute this
Agreement and any other documentation relating to this Agreement to which it is
a party, to deliver this Agreement and to perform its obligations under this
Agreement and has taken all necessary action to authorize such execution,
delivery and performance.


(c)        Such execution, delivery and performance
do not violate or conflict with any law applicable to it, any provision of its
constitutional documents, any order or judgment of any court or other agency of
government applicable to it or any of its assets or any contractual restriction
binding on or affecting it or any of its assets.


(d)       All governmental and other consents that
are required to have been obtained by it with respect to this Agreement have
been obtained and are in full force and effect and all conditions of any such
consents have been complied with.


(e)        Its obligations under this Agreement
constitutes its legal, valid and binding obligations, enforceable in accordance
with its terms (subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors’ rights generally and subject,
as to enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in equity or at
law)).


(f)        It is an “eligible contract participant”,
as defined in the U.S. Commodity Exchange Act, as amended.


(g)       As of the time of its entering any
Transaction, Counterparty is not entering into any Transaction (i) on the basis
of, and neither Guarantor nor Counterparty is aware of, any material non-public
information with respect to Guarantor or the Shares (ii) in anticipation of, in
connection with, or to facilitate, a distribution of its securities, a self
tender offer or a third-party tender offer or 



 5
 









(iii) to create actual or
apparent trading activity in the Shares (or any security convertible into or
exchangeable for the Shares) or to raise or depress or otherwise manipulate the
price of the Shares (or any security convertible into or exchangeable for the
Shares).


(h)       As of (x) the date hereof and (y) except
where indicated, the period of time from the
Trade Date for each Transaction under the relevant Confirmation until the time
that each party thereto has fully performed all of its obligations under such
Transaction, Guarantor represents, warrants and covenants to GS&Co.
that:


(i)                the purchase or writing of any
Transaction and the transactions contemplated under the relevant Confirmation
do not and will not violate Rule 13e-1 or Rule 13e-4 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”);


(ii)               as of the date hereof and on the
Trade Date for each Transaction under the relevant Confirmation, it is in
compliance with its reporting obligations under the Exchange Act and its most
recent Annual Report on Form 10-K, together with all reports subsequently filed
by it pursuant to the Exchange Act, taken together and as amended and
supplemented to the date of this representation, do not, as of their respective
filing dates, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;


(iii)              as of the time Counterparty enters
into any Transaction, each Transaction is being entered into pursuant to a
publicly disclosed Share buy-back program and its Board of Directors and the
Board of Directors of Counterparty have approved the use of derivatives to
effect the Share buy-back program;


(iv)              it acknowledges that GS&Co. is
not making any representations or warranties with respect to the treatment of
any Transaction under FASB Statements 128, 133 (as amended), 149 or 150, EITF
00-19, 01-6 or 03-6 (or any successor issue statements) or under the Financial
Accounting Standards Board’s Liabilities & Equity Project; and


(v)               the Capped Number is equal to or
less than the number of Shares determined according to the following formula:


A - B


Where A = the number of
authorized but unissued shares of Guarantor that are not reserved for future
issuance on the date of the determination of the Capped Number; and



 6
 









B = the maximum number of
Shares required to be delivered to third parties if Counterparty elected Share
settlement of all transactions in the Shares (other than the Transactions in
the Shares under the Master Confirmation) with all third parties that are then
currently outstanding and unexercised.


(i)         Guarantor
is not, and will not be, engaged in a “distribution” of Shares or securities
that are convertible into, or exchangeable or exercisable for Shares for
purposes of Regulation M promulgated under the Exchange Act (“Regulation M”) at any time during the Relevant Period for
any Transaction unless it has provided written notice to GS&Co. of such distribution not later than the Scheduled Trading Day
immediately preceding the first day of the relevant “restricted period” (as
defined in Regulation M); Guarantor acknowledges that any such notice may cause
the Scheduled Valuation Period and/or the Relevant Period for one or more
Transactions to be extended or suspended pursuant to Section 7 of the Master
Confirmation; accordingly, Guarantor agrees that (i) any such notice must
comply with the requirements for the amendment or termination of a “plan”
as defined in Rule 10b5-1(c) under the Exchange Act and (ii) Guarantor may
deliver such notice only at a time at which Guarantor or any officer, director,
manager or similar person of Guarantor is not aware of any material non-public
information regarding Guarantor or the Shares.


(j)         Guarantor
shall report each Transaction as required under Regulation S-K and/or
Regulation S-B under the Exchange Act, as applicable.


(k)        On the Trade Date for each Transaction and
on each day of the Valuation Period for such Transaction, Guarantor is not and will not be “insolvent” (as such term
is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the
United States Code) (the “Bankruptcy Code”))
and it would be able to purchase a number of Shares equal to the Number of
Shares in compliance with the laws of the jurisdiction of Guarantor’s
incorporation.


(l)         Guarantor
has not and, during the Relevant Period for any Transaction, will not enter
into agreements similar to the Transactions described under the Master
Confirmation with respect to Shares where any initial hedge period (however
defined), the valuation period (however defined) or the relevant period
(however defined) in such other transaction will overlap at any time (including
as a result of extensions in such initial hedge period, valuation period or
relevant period as provided in the relevant agreements) with any Relevant
Period under the Master Confirmation.  In
the event that the initial hedge period, valuation period or relevant period in
any other similar transaction overlaps with any Relevant Period under the
Master Confirmation as a result of an extension of the Scheduled Valuation Date
pursuant to Section 7 of the Master Confirmation, Guarantor shall promptly
amend such transaction to avoid any such overlap.


(m)       Guarantor
is not and, after giving effect to any Transaction, will not be, required to
register as an “investment company” as such term is defined in the Investment
Company Act of 1940, as amended.



 7
 









(n)       Guarantor
represents, warrants and covenants to GS&Co. that:


(i)                it is entering into this
Agreement in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”)
or any antifraud or anti-manipulation provisions of the federal or applicable
state securities laws and that it has not entered into or altered and will not
enter into or alter any corresponding or hedging transaction or position with
respect to the Shares;


(ii)               it will not seek to control or
influence GS&Co. to make “purchases or sales” (within the meaning of Rule
10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under the Master
Confirmation, including, without limitation, GS&Co.’s decision to enter
into any hedging transactions.  Guarantor
represents and warrants that it has consulted with its own advisors as to the
legal aspects of the adoption and implementation of this Agreement under Rule
10b5-1; and


(iii)              it acknowledges and agrees that
any amendment, modification, waiver or termination of this Agreement, the
Master Confirmation or the relevant Supplemental Confirmation must be effected
in accordance with the requirements for the amendment or termination of a “plan”
as defined in Rule 10b5-1(c).  Without
limiting the generality of the foregoing, any such amendment, modification,
waiver or termination shall be made in good faith and not as part of a plan or
scheme to evade the prohibitions of Rule 10b-5, and no such amendment,
modification, waiver or termination shall be made at any time at which
Guarantor or any officer, director, manager or similar person of Guarantor is
aware of any material non-public information regarding Guarantor or the Shares.


(o)       Guarantor further represents, warrants
and covenants to GS&Co. that:


(i)                 it has made all appropriate
searches, enquiries and investigations (including, without limitation, of
Counterparty’s books and records, Counterparty’s management accounts and
Counterparty’s accounts required by law) to ascertain the true position in
relation to everything stated below;


(ii)               it has duly considered the
provisions of the insolvency laws of Gibraltar in relation to the
representations, warranties and covenants in this Section 3.01(o) and
Counterparty’s ability to perform its obligations under each Confirmation and
the ISDA Agreement;


(iii)              Counterparty is not unable to pay
its debts within the meaning of section 221 of the Companies Act of Gibraltar
and would not become unable to do so in consequence of entering into the relevant
Confirmation and the ISDA Agreement and performing its obligations thereunder;



 8
 









(iv)              Counterparty’s assets currently
exceed its liabilities (taking into account its actual, contingent and
prospective liabilities) and will continue to do so notwithstanding its entry
into the relevant Confirmation and the ISDA Agreement and the performance of
its obligations thereunder;


(v)               no execution, diligence or other
process issued on a judgment, decree or order of any court in favour of a
creditor of Counterparty remains unsatisfied in whole or in part;


(vi)              to the best of its knowledge and
belief, no action has been taken or is pending (including the filing of
documents with the court), no other steps have been taken by any person
(including, without limitation, Counterparty, the directors of Counterparty, or
any creditors of Counterparty or any floating charge holder) and no legal
proceedings have been commenced or are threatened or are pending for (A) the
winding up, liquidation, dissolution, administration or reorganisation of
Counterparty; (B) Counterparty to enter into any composition or arrangement
with its creditors generally; or (C) the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer in respect
of Counterparty or any of its property, undertaking or assets; and no event
equivalent to any of the foregoing has occurred in or under the laws of any
relevant jurisdiction;


(vii)             neither the entry into of the
relevant Confirmation and the ISDA Agreement nor the Transaction itself is or
would be a transaction entered into for a fraudulent purpose;


(viii)            the entry into of the relevant
Confirmation and the ISDA Agreement and the Transaction is or will be made, as
the case may be, by Counterparty, in good faith and for the purpose of carrying
on its business, and would be of benefit to Counterparty;


(ix)              in entering into the relevant
Confirmation and the ISDA Agreement and the Transaction (A) Counterparty has no
desire to give a preference to any person as contemplated by section 306 of the
Companies Act of Gibraltar; and (B) it is not the purpose of Counterparty to
put assets beyond the reach of a person who is making, or may at some time
make, a claim against Counterparty or of otherwise prejudicing the interests of
such a person in relation to the claim which he is making or may make;


(x)               the Transaction and the relevant
Confirmation and the ISDA Agreement are not collusive with the purpose of
prejudicing the general body of creditors of Counterparty; and


(xi)              in entering into the relevant
Confirmation and the ISDA Agreement and the Transaction Counterparty has not
and will not breach any 



 9
 









provision or exceed any
powers contained in its Memorandum and Articles of Association.


(p)       For each Transaction, Guarantor (or any “affiliated
purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent
of GS&Co., directly or indirectly purchase any Shares (including by means
of a derivative instrument), listed contracts on the Shares or securities that
are convertible into, or exchangeable or exercisable for Shares (including,
without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule
10b-18)) during any Relevant Period. 
During this time, any such purchases by Guarantor shall be made through
GS&Co., or if not through GS&Co., with the prior written consent of
GS&Co., and in compliance with Rule 10b-18 or otherwise in a manner that
Guarantor and GS&Co. believe is in compliance with applicable requirements.


(q)       Guarantor shall, (i) prior to the opening
of trading in the Shares on any day during any Relevant Period on which
Guarantor makes, or expects to be made, any public announcement (as defined in
Rule 165(f) under the Securities Act of
1933, as amended) of any Merger Transaction, notify GS&Co. of such
public announcement; (ii) promptly notify GS&Co. following any such
announcement that such announcement has been made; and (iii) promptly provide
GS&Co. with written notice specifying (A) Guarantor’s average daily Rule
10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar
months immediately preceding the Announcement Date that were not effected
through GS&Co. or its affiliates and (B) the number of Shares purchased
pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the
three full calendar months preceding the Announcement Date.  Such written notice shall be deemed to be a
certification by Guarantor to GS&Co. that such information is true and
correct.  In addition, Guarantor shall
promptly notify GS&Co. of the earlier to occur of the completion of such
transaction and the completion of the vote by target shareholders.  Guarantor
acknowledges that any such notice may cause the Scheduled Valuation Period
and/or the Relevant Period for one or more Transactions to be extended or
suspended pursuant to Section 6 of the Master Confirmation; accordingly,
Guarantor agrees that (i) any such notice must comply with the
requirements for the amendment or termination of a “plan” as defined in Rule
10b5-1(c) under the Exchange Act and (ii) Guarantor may deliver such notice
only at a time at which Guarantor or any officer, director, manager or similar
person of Guarantor is not aware of any material non-public information
regarding Guarantor or the Shares.


(r)        In respect of any Net Share Settlement
in which Counterparty is obligated to deliver Shares to GS&Co., Guarantor
shall use its best efforts to facilitate the delivery of Shares by Counterparty
pursuant to the Counterparty Net Share Settlement Procedures set forth in Annex
B to the Master Confirmation.


(s)        If Counterparty makes a Settlement
Method election with respect to any Transaction, Guarantor shall represent and
warrant to GS&Co. in writing 



 10
 









on the date that
Counterparty notifies GS&Co. of such election, that as of such date,
Guarantor is not aware of any material non-public information concerning itself
or the Shares.


(t)        With respect to any cash payment
obligation of Guarantor under this Agreement, Guarantor has the right to settle
the obligation in Shares in accordance with the Share Settlement Procedures set
forth in Annex B to the Master Confirmation, in which case all references to “Counterparty”
in Annex B to the Master Confirmation shall be replaced with references to “Guarantor.”


(u)       Guarantor makes to GS&Co. the
representations, warranties, acknowledgements and agreements set forth in
Sections 13.2 and 13.4 of the Equity Definitions regarding each Transaction and
Hedge Positions in respect of such Transaction.


(v)       Guarantor is entering into this Agreement
as principal (and not as agent or in any other capacity); (b) neither
GS&Co. nor any of its affiliates or agents are acting as a fiduciary for
it; (c) it is not relying upon any representations made by GS&Co. except those
expressly set forth herein; (d) it has consulted with its own legal,
regulatory, tax, business, investments, financial, and accounting advisors to
the extent that it has deemed necessary, and it has made its own investments,
hedging, and trading decisions based upon its own judgment and upon any advice
from such advisors as it has deemed necessary and not upon any view expressed
by GS&Co. or any of its affiliates or agents; and (e) it is entering into
this Agreement with a full understanding of the terms, conditions and risks
thereof and it is capable of and willing to assume those risks.


ARTICLE 4

MISCELLANEOUS


Section 4.01.  Amendments in Writing.  None of the terms or provisions of
this Agreement may be waived, amended, supplemented or otherwise modified except
by written consent of the parties hereto.


Section 4.02.  No Waiver by Course of
Conduct; Cumulative Remedies.   GS&Co. shall not by any act, delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder.  No failure to exercise, nor
any delay in exercising, on the part of GS&Co., any right, power or
privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.  A waiver by GS&Co. of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which GS&Co. would otherwise have on any future occasion.  The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.



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Section 4.03.  Successors and Assigns.  This Agreement shall be binding
upon the successors and assigns of Guarantor and shall inure to the benefit of
GS&Co. and its successors and assigns. Guarantor may not assign, transfer
or delegate any of its rights or obligations under this Agreement without the
prior written consent of GS&Co.


Section 4.04.  Set-Off.  Guarantor hereby irrevocably
authorizes GS&Co., upon the occurrence of (a) an Event of Default with
respect to Counterparty or a Termination Event with respect to which
Counterparty is an Affected Party or (b) any failure by Guarantor to comply
with or perform any agreement or obligation under this Agreement or any
representation made or repeated or deemed to have been made or repeated by
Guarantor in this Agreement having been proven to have been incorrect or
misleading in any material respect when made or repeated or deemed to have been
made or repeated (in each case, a “Guarantor Breach”),
without prior notice to Guarantor, any such notice being expressly waived by
Guarantor, to set-off or apply any obligation of Guarantor owed to GS&Co.
(or any Affiliate of GS&Co.) hereunder (whether or not matured or
contingent, regardless of the currency, place of payment or booking office of
the obligation, and in the case of a Guarantor Breach, whether or not arising
hereunder) against any obligation of GS&Co. (or any Affiliate of
GS&Co.) owed to Guarantor (whether or not matured or contingent and whether
or not arising hereunder and regardless of the currency, place of payment or
booking office of the obligation). 
Amounts (or the relevant portion of such amounts) subject to set-off may
be converted by GS&Co. into the Termination Currency at the rate of
exchange at which such party would be able, acting in a reasonable manner and
in good faith, to purchase the relevant amount of such currency.  If any obligation is unascertained,
GS&Co. may in good faith estimate that obligation and set-off in respect of
the estimate, subject to the relevant party accounting to the other when the
obligation is ascertained.  GS&Co.
shall notify Guarantor promptly of any such set-off and the application made by
GS&Co. of the proceeds thereof; provided
that the failure to give such notice shall not affect the validity of such
set-off and application.  The rights of
the GS&Co. under this Section 4.04 are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which
GS&Co. may have pursuant to the terms and provisions of the relevant
Confirmation and the ISDA Agreement. 
Notwithstanding anything to the contrary in the foregoing, GS&Co.
agrees not to set off or net amounts due from Guarantor with respect to any
Transaction against amounts due from GS&Co. to Counterparty with respect to
transactions or instruments that are not Equity Contracts.


Section 4.05.  Credit Support Documents. The
parties hereto acknowledge that this Agreement is not secured by any collateral
that would otherwise secure the obligations of Guarantor herein.


Section 4.06.  Claim in Bankruptcy.  GS&Co. agrees that in the
event of the bankruptcy of Guarantor, GS&Co. shall not have rights or
assert a claim that is senior in priority to the rights and claims available to
the shareholders of the



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common stock of Guarantor.  For the avoidance of doubt, the parties agree
that the preceding sentence shall not apply at any time other than during
Guarantor’s bankruptcy to any claim arising as a result of a breach by
Guarantor of any of its obligations under this Agreement.


Section 4.07.  Counterparts.  This Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the
same agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be
effective as delivery of an original executed counterpart of this Agreement.


Section 4.08.  Severability.  Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


Section 4.09.  Section Headings.  The Section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.


Section 4.10.  Integration.  This Agreement to which Guarantor
is a party represents the agreement of Guarantor, GS&Co. and Counterparty
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by GS&Co. relative to the
subject matter hereof not expressly set forth or referred to herein.


Section 4.11.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


Section 4.12.  Arbitration.  Guarantor hereby agrees and acknowledges
that:


(a)           Guarantor
gives up the right to sue GS&Co. relating to this Agreement, any
Confirmation and the ISDA Agreement in court, including the right to a trial by
jury, except as provided by the rules of the arbitration forum in which a claim
is filed;


(b)           arbitration
awards are generally final and binding; a party’s ability to have a court
reverse or modify an arbitration award is very limited;


(c)           the
ability of the parties to obtain documents, witness statements and other
discovery is generally more limited in arbitration than in court proceedings;



 13
 









(d)           the
arbitrators do not have to explain the reason(s) for their award;


(e)           the
panel of arbitrators will typically include a minority of arbitrators who were
or are affiliated with the securities industry, unless Guarantor is a member of
the organization sponsoring the arbitration facility, in which case all
arbitrators may be affiliated with the securities industry;


(f)            the
rules of some arbitration forums may impose time limits for bringing a claim in
arbitration.  In some cases, a claim that
is ineligible for arbitration may be brought in court;


(g)           the
rules of the arbitration forum in which the claim is filed, and any amendments
thereto, shall be incorporated into this Agreement;


(h)           Guarantor
agrees that any and all controversies that may arise between Guarantor and
GS&Co., including, but not limited to, those arising out of or relating to
the Agreement or any Transaction hereunder, shall be determined by arbitration
conducted before The New York Stock Exchange, Inc. (“NYSE”)
or NASD Dispute Resolution (“NASD-DR”), or,
if the NYSE and NASD-DR decline to hear the matter, before the American
Arbitration Association, in accordance with their arbitration rules then in
force.  The award of the arbitrator shall
be final, and judgment upon the award rendered may be entered in any court,
state or federal, having jurisdiction;


(i)            no
person shall bring a putative or certified class action to arbitration, nor seek
to enforce any pre-dispute arbitration agreement against any person who has
initiated in court a putative class action or who is a member of a putative
class who has not opted out of the class with respect to any claims encompassed
by the putative class action until: (A) the class certification is denied; (B)
the class is decertified; or (C) Guarantor is excluded from the class by the
court.


(j)            Such
forbearance to enforce an agreement to arbitrate shall not constitute a waiver
of any rights under this Agreement except to the extent stated herein.


Section 4.13.  Acknowledgements.  Guarantor hereby acknowledges
that:


(a)        it has been advised by counsel in the
negotiation, execution and delivery of this Agreement; and


(b)       GS&Co. has no fiduciary relationship
with or duty to Guarantor arising out of or in connection with this Agreement,
any Confirmation or the ISDA Agreement, and the relationship between
Counterparty and Guarantor, on the one hand, and GS&Co. and Counterparty,
on the other hand, in connection herewith or therewith is solely that of
creditor and debtor.


[Remainder of Page
Intentionally Left Blank]


 



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IN WITNESS WHEREOF, Guarantor has
caused this Parent Guarantee Agreement to be duly executed and delivered as of
the date first above written.


 


	
  

  	
   

  	
  IMS HEALTH INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jeffrey
  J. Ford

  
	
   

  	
   

  	
  Name: Jeffrey J. Ford

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  



 


 


	
  Acknowledged and accepted by:

  	
   

  
	
   

  	
   

  
	
  GOLDMAN, SACHS & CO.

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/  David
  Goldenberg

  	
   

  
	
   

  	
  Authorized Signatory