Exhibit 4.1


IMS HEALTH INCORPORATED


SECOND AMENDMENT

TO NOTE PURCHASE AGREEMENT


$150,000,000
Principal Amount

4.60% Senior Notes due 2008


Dated as of
December 15, 2006


To the Holders of the Senior Notes

of IMS Health
Incorporated
Named in the Attached Schedule I


Ladies and Gentlemen:


Reference is
made to the Note Purchase Agreement, dated as of January 15, 2003 as amended as
of August 26, 2005 and as further amended (the “Note Agreement”) among IMS
Health Incorporated, a Delaware corporation (the “Company”), and each of the
Purchasers named in Schedule A thereto pursuant to which the Company issued
$150,000,000 aggregate principal amount of its 4.60% Senior Notes due 2008
(the “Notes”).  You are referred to
herein individually as a “Holder” and collectively as the “Holders”.  Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Note Agreement.


The Company
has requested the modification of Section 10.2 (Subsidiary Indebtedness and
Other Restrictions). The Holders have agreed to modify the Note Agreement on
the terms and conditions set forth herein.


In
consideration of the premises and for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the Company and the Holders
agree as follows:











1.             AMENDMENTS TO NOTE AGREEMENT


1.1.          Amendment of
Section 10.2.  Section 10.2(a) of the
Note Agreement is amended to read in its entirety as follows:


“(a)         The Company will not at any time permit
the aggregate amount of Indebtedness (other than Indebtedness owing to the
Company or a Wholly-Owned Subsidiary) of all Subsidiaries, other than IMS Japan
KK and IMS AG, to exceed
$50,000,000; provided, however, that IMS Japan KK and IMS AG, collectively, may
incur Indebtedness in an aggregate amount not to exceed $800,000,000.”


1.2.          Defined Terms.  The definition of “Credit Agreement”
contained in Schedule B of the Note Agreement is hereby deleted and replaced
with the following:


“Credit
Agreement” means the Credit Agreement, dated as of July 27,
2006, among IMS, IMS AG and IMS Japan K.K., as borrowers, the lenders from time
to time party thereto, Wachovia Bank, National Association, as administrative
agent, Barclays Bank PLC and ABN Amro Bank N.V., as co-syndication agents,
Suntrust Bank and Bank of America, N.A., as co-documentation agents and
Wachovia Capital Markets, LLC, as lead arranger and sole book runner, as such
agreement may be amended, modified, supplemented, refinanced or replaced from
time to time.


2.             REAFFIRMATION; AUTHORIZATION


2.1.          Reaffirmation of
Note Agreement.  The Company
reaffirms its agreement to comply with each of the covenants, agreements and
other provisions of the Note Agreement and the Notes, including the amendments
of such provisions effected by this Second Amendment (the “Amendment”).


2.2.          No Default or Event of
Default.  There currently exists, and
after giving effect to this
Amendment there will exist, no Default or Event of Default.


2.3.          Authorization.  The execution, delivery and performance by
the Company of this Amendment have been duly authorized by all necessary
corporate action and, except as provided herein, do not require any
registration with, consent or approval of, notice to or action by, any Person
(including any Governmental Authority) in order to be effective and
enforceable. The Note Agreement and this Amendment each constitute the legal,
valid and binding obligations of the Company, enforceable in accordance with
their respective terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).



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3.             EFFECTIVE DATE


This Amendment
shall become effective as of the date set forth above upon the execution by the
Holders of a majority of the aggregate principal amount of the Notes
outstanding and receipt by the Holders of a counterpart of this Amendment duly
executed by the Company.


4.             MISCELLANEOUS


4.1.          Ratification.  The Note Agreement, as amended hereby, shall
remain in full force and effect and is ratified, approved and confirmed in all
respects.


4.2.          Reference
to and Effect on the Note Agreement. 
Upon the final effectiveness of this Amendment, each reference in the Note Agreement and in other
documents describing or referencing the Note Agreement to the “Agreement,” “Note
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import referring
to the Note Agreement, shall mean and be a reference to the Note Agreement, as
amended hereby.


4.3.          Binding Effect.  This Amendment shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto.


4.4.          Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK.  This Amendment constitutes the
entire understanding among the parties hereto with respect to the subject
matter hereof and supersede any prior agreements, written or oral, with respect
thereto.


4.5.          Counterparts.  This Amendment may be executed in any number
of counterparts, each executed counterpart constituting an original, but
altogether only one instrument.



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IN WITNESS WHEREOF, the Company and the Holders have caused this Amendment to be executed and
delivered by their respective officer or officers thereunto duly authorized.


	
   

  	
  IMS HEALTH INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert H. Steinfeld

  
	
   

  	
  Name:

  	
  Robert H. Steinfeld

  
	
   

  	
  Title:

  	
  Senior Vice President, General

  
	
   

  	
   

  	
  Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey J. Ford

  
	
   

  	
  Name:

  	
  Jeffrey J. Ford

  
	
   

  	
  Title:

  	
  Vice President & Treasurer

  



 



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HOLDERS:


The foregoing is agreed

to as of the date thereof.


	
  METROPOLITAN LIFE INSURANCE COMPANY

  	
   

  	
   

  
	
  METLIFE INVESTORS INSURANCE COMPANY

  	
   

  	
   

  
	
  By:   Metropolitan Life Insurance Company, its
  Investment manager

  
	
   

  
	
  By:

  	
  /s/ Judith A. Gulotta

  	
   

  
	
  Name:

  	
  Judith A. Gulotta

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  METLIFE INSURANCE COMPANY OF CONNECTICUT

  
	
  METLIFE LIFE AND ANNUITY COMPANY OF CONNECTICUT

  
	
   

  
	
  By:

  	
  /s/ Judith A. Gulotta

  	
   

  
	
  Name:

  	
  Judith A. Gulotta

  	
   

  
	
  Title:

  	
  Director

  	
   

  
					



 



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  NEW
  YORK LIFE INSURANCE COMPANY

  
	
   

  
	
  By:

  	
  /s/John P. Rafferty

  	
   

  
	
   

  	
  Name: John P. Rafferty

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

  
	
  By: New York Life Investment Management LLC, Its
  Investment Manager

  
	
   

  
	
  By:

  	
  /s/John P. Rafferty

  	
   

  
	
   

  	
  Name: John P. Rafferty

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

  
	
  INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE
  ACCOUNT

  
	
  By: New York Life Investment Management LLC, Its
  Investment Manager

  
	
   

  
	
  By:

  	
  /s/John P. Rafferty

  	
   

  
	
   

  	
  Name: John P. Rafferty

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
				



 



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  SUNAMERICA LIFE INSURANCE COMPANY

  
	
  FIRST SUNAMERICA LIFE INSURANCE COMPANY

  
	
  AIG SUNAMERICA LIFE ASSURANCE COMPANY

  
	
   

  	
  NON-UNIONIZED

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  AIG Global Investment Corp.,

  	
   

  
	
   

  	
  investment advisor

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/Peter DeFazio

  	
   

  
	
  Name:

  	
  Peter DeFazio

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
				



 



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  PRIMERICA LIFE INSURANCE COMPANY

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NATIONAL BENEFIT LIFE INSURANCE COMPANY

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
				



 



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