Letter Amendment #2



 Exhibit 10(ii) 
  
 LETTER AMENDMENT NO. 2 
  
 Dated as of August 29, 2003 
  
 To the banks, financial institutions 
       and
other institutional lenders 
       (collectively, the “Lenders”) parties 
       to the Credit Agreement referred to 
       below and to Merrill Lynch Capital, 
       a Division of Merrill Lynch Business

       Financial Services Inc., as Administrative Agent 
       (in such capacity, the “Administrative Agent”) for the Lenders 
  
 Ladies and Gentlemen: 
  
 We refer to that certain Credit Agreement, dated as of November 26, 2002, among NDCHealth Corporation, a Delaware corporation (the
“Borrower”), the Lenders and agents from time to time party thereto, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent and Swing Line Lender, Credit Suisse First Boston, as
Syndication Agent, Bank of America, N.A., as Documentation Agent and LaSalle Bank National Association, as L/C Issuer, as amended by Letter Amendment and Waiver No. 1, dated as of May 27, 2003 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined). Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as
specified in the Credit Agreement. 
  
 The Credit Agreement is,
effective as of the date of this Letter Amendment, hereby amended as follows: 
  
 Section 7.11(c) (Minimum Consolidated Fixed Charge Coverage Ratio) is hereby amended by deleting the ratio “1.40:1.00” for each of the four quarters ending August 31, 2003, November 30, 2003, February 28,
2004 and May 31, 2004 and replacing it with the ratio “1.25:1.00” for each such quarter. 
  
 This Letter Amendment shall become effective as of the date first above written when, and only when, (i) the Administrative Agent shall have received
counterparts of this Letter Amendment executed by the undersigned and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Letter Amendment, and the consent attached
hereto executed by each Guarantor, and (ii) payment in full of all expenses of the Administrative Agent related to this Letter Amendment (including all outstanding legal fees of counsel to the Agent incurred in connection with the Credit Agreement
since the last date of payment of such fees) shall have been made by the Borrower. This Letter Amendment is subject to the provisions of Section 10.01 of the Credit Agreement. 







 On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment. 
  
 The Credit Agreement, the Notes and each of the other Loan Documents, as
specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the
Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Letter Amendment. The execution, delivery and effectiveness of this Letter
Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

  
 If you agree to the terms and provisions hereof, please
evidence such agreement by executing and returning a counterpart of this Letter Amendment to Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, Attention: Sunita Daswani, Telecopier No. (212) 848-7179. 
  
 This Letter Amendment may be executed in any number of counterparts and by
different parties hereto in separate 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 Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment. 
  
 This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 
  

	 Very truly yours,

	
	 NDCHEALTH CORPORATION

		
	By	 	 
	 	

	 	 	 Name:

	 	 	 Title:



  

 2 








 Agreed as of the date first above written: 
  
 MERRILL LYNCH CAPITAL, a division of 
 Merrill Lynch Business Financial Services Inc., 
 as Administrative Agent, Swing Line Lender and 
 as Lender 
  

	By	 	 
	 	

	 	 	 Name:

	 	 	 Title:


  

 3 








                                       
                              , as a Lender 
 [Insert Name of Financial Institution] 
  

	By	 	 
	 	

	 	 	 Title:


  

 4 








 CONSENT 
  
 Dated as of August 28, 2003 
  
 Each of the undersigned, as Guarantor under the Guaranty dated November 26, 2002 (the “Guaranty”), in each case, in favor of the Secured
Parties referred to in the Credit Agreement referred to in the foregoing Letter Amendment (the “Credit Agreement”) hereby consents to such Letter Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of
such Letter Amendment, the Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Letter Amendment, each reference in the Guaranty to
the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Letter Amendment and (b) the Collateral Documents to
which each of the undersigned is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations. Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement. 
  

	 THE COMPUTER PLACE, INC.

		
	By	 	 
	 	

	 	 	 Title:



  

	 NDC HEALTH INFORMATION SERVICES
 (ARIZONA) INC.

		
	By	 	 
	 	

	 	 	 Title:



  

	 NDCHEALTH INTELLECTUAL PROPERTY CORP.

		
	By	 	 
	 	

	 	 	 Title:



  

	 HISIP CORP.

		
	By	 	 
	 	

	 	 	 Title:










  

	 NDCIP, INC.

		
	By	 	 
	 	

	 	 	 Title:



  

	 NDCHEALTH LICENSING, INC.

		
	By	 	 
	 	

	 	 	 Title:



  

	 NDC OF CANADA, INC.

		
	By	 	 
	 	

	 	 	 Title:



  

	 TECHRX INCORPORATED

		
	By	 	 
	 	

	 	 	 Title:



  

	 NDC ACQUISITION CORP.

		
	By	 	 
	 	

	 	 	 Title: