Exhibit 10.1


 


FIRST AMENDMENT TO

AMENDED AND RESTATED

CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO THE
AMENDED AND RESTATED CREDIT AGREEMENT (the “First
Amendment”), dated as of June     , 2005, is to that
certain Amended and Restated Credit Agreement dated as of March 9, 2005 (as
amended, restated, supplemented and modified from time to time, the “Credit
Agreement”; terms used but not otherwise defined herein shall have the
meanings provided in the Credit Agreement), by and among IMS HEALTH
INCORPORATED, a Delaware corporation (the “Company”), IMS AG, a Swiss corporation (the “Swiss Borrower”), IMS JAPAN K.K., a Japanese corporation (the “Japanese
Borrower”; and together with the Company and the Swiss Borrower, each a “Borrower”
and collectively, the “Borrowers”), the several banks and other
financial institutions identified therein (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent
for the Lenders thereunder (in such capacity, the “Agent”).


 


W I T N E S S E T H:


 


WHEREAS, the
Lenders have established a credit facility for the benefit of the Borrowers
pursuant to the terms of the Credit Agreement;


 


WHEREAS, the
Borrowers have requested that the Lenders amend certain provisions of the
Credit Agreement by making certain modifications thereto; and


 


WHEREAS, the
Lenders have agreed to the requested amendments to the Credit Agreement on the
terms and conditions hereinafter set forth;


 


NOW, THEREFORE, IN CONSIDERATION
of the premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


A.                                   Amendments to
Credit Agreement.  Subject to the
satisfaction of the condition precedent set forth in Paragraph D below, the
Credit Agreement is hereby amended in the following respects:


 


1.                                       Clause
(f) in the definition of “Indebtedness” in Section 1.1 of the Credit Agreement
is hereby deleted in its entirety and replaced with the following


 


(f) all net mark-to-market obligations under Hedging
Agreements.


 


2.                                       Section
4.3(b) of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:


 


(b)                                 any Extension of Credit to any Foreign
Borrower is subject to the receipt by the Administrative Agent, prior to such
Extension of Credit, of a certificate executed by a Responsible Officer of the
Company dated as of the date of such Extension of Credit stating that, after
giving effect to such Extension of Credit, the Company and the Foreign
Borrowers would be in compliance with the requirements set forth in Section
6.7, which certificate shall include a detailed listing of any Indebtedness
incurred by the Foreign Borrowers since the Closing Date (other than any
intercompany Indebtedness or any Extensions of Credit


 





















 


hereunder)
including the aggregate amount outstanding with respect to such Indebtedness as
of such date; and


 


3.                                       Section
6.7 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:


 


No
Subsidiary, other than the Foreign Borrowers, will create, incur, assume, or
suffer to exist any Indebtedness (other than intercompany Indebtedness) that,
when totaled with all other Indebtedness of the Subsidiaries, other than the
Foreign Borrowers, is in excess of $50,000,000; provided, that the
Japanese Borrower and the Swiss Borrower, collectively, may not incur
Indebtedness (other than intercompany Indebtedness) in an aggregate amount in
excess of $500,000,000 (including any Extensions of Credit incurred by the
Foreign Borrowers hereunder).


 


B.                                     Effect
of Amendment.  Except as modified
hereby, all of the terms and provisions of the Credit Agreement (including the
Schedules and Exhibits) and the other Credit Documents remain in full force and
effect.


 


C.                                     Representations
and Warranties of the Borrowers. 
Each of the Borrowers hereby represents and warrants that:


 


(a)                                  The execution and delivery of this First
Amendment does not diminish or reduce its obligations under the Credit
Documents (including, without limitation, the obligations under Section 9.19 of
the Credit Agreement) in any manner, except as specifically set forth herein.


 


(b)                                 The representations and warranties
contained in Article III of the Credit Agreement, as amended hereby are correct
in all material respects on and as of the date hereof as though made on and as
of such date and after giving effect to the amendments contained herein (except
to the extent relating specifically to a prior date in which case such
representations and warranties shall be true and correct as of such prior date).


 


(c)                                  No Default or Event of Default exists
on and as of the date hereof and after giving effect to the amendments
contained herein.


 


D.                                    Conditions Precedent.  
This First Amendment shall become effective upon receipt by the
Administrative Agent of counterparts of this First Amendment, which shall have
been duly executed on behalf of the Company, the Swiss Borrower and the
Japanese Borrower and the Required Lenders under the Credit Agreement.


 


E.                                      Counterparts.  This First Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original and it shall not be necessary in making proof of this First
Amendment to produce or account for more than one such counterpart.


 


F.                                      Governing Law.  This First Amendment and the Credit Agreement,
as amended hereby, shall be deemed to be contracts made under, and for all
purposes shall be construed in accordance with the laws of the State of New
York.


 


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IN
WITNESS WHEREOF, each
of the parties hereto has caused a counterpart of this First Amendment to be
duly executed and delivered as of the date and year first above written.


 


 


	
  COMPANY:

  	
  IMS HEALTH INCORPORATED,

  	
   

  
	
   

  	
  a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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 and
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWISS BORROWER:

  	
  IMS AG,

  	
   

  
	
   

  	
  a Swiss corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Guido
  Lehmann

  	
   

  	
  /s/

  	
  Peter Echser

  	
   

  
	
   

  	
  Name:

  	
  Guido Lehmann

  	
   

  	
  Peter Echser

  
	
   

  	
  Title:

  	
  Center Leader

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
  JAPANESE BORROWER:

  	
  IMS JAPAN K.K.,

  	
   

  
	
   

  	
  a Japanese corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Tatsuyuki
  Saeki

  	
   

  
	
   

  	
  Name:

  	
  Tatsuyuki Saeki

  	
   

  
	
   

  	
  Title:

  	
  President &
  Representative Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Signature pages continue]

  	
   

  
								



 


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  ADMINISTRATIVE AGENT:

  	
  WACHOVIA BANK,

  
	
   

  	
  NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
  as Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Sevin

  	
   

  
	
   

  	
  Name:

  	
  Robert
  Sevin

  
	
   

  	
  Title:

  	
  Director

  
					



 


4





















 


	
  LENDERS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Sevin

  	
   

  
	
   

  	
  Name:

  	
  Robert
  Sevin

  
	
   

  	
  Title:

  	
  Director

  
					



 


5





















 


	
   

  	
  BARCLAYS BANK PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nicholas Bell

  	
   

  
	
   

  	
  Name:

  	
  Nicholas
  Bell

  
	
   

  	
  Title:

  	
  Director

  



 


6





















 


	
   

  	
  ABN AMRO BANK N.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nancy W. Lanzoni

  	
   

  
	
   

  	
  Name:

  	
  Nancy
  W. Lanzoni

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eric Oppenheimer

  	
   

  
	
   

  	
  Name:

  	
  Eric
  Oppenheimer

  
	
   

  	
  Title:

  	
  Director

  



 


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  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark D. Mattson

  	
   

  
	
   

  	
  Name:

  	
  Mark
  D. Mattson

  
	
   

  	
  Title:

  	
  Managing Director

  



 


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  FORTIS CAPITAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Svein Engh

  	
   

  
	
   

  	
  Name:

  	
  Svein
  Engh

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christina M. Reynolds

  	
   

  
	
   

  	
  Name:

  	
  Christina
  M. Reynolds

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


9





















 


	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeff Kalinowski

  	
   

  
	
   

  	
  Name:

  	
  Jeff
  Kalinowski

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


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  MIZUHO CORPORATE BANK LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Raymond Ventura

  	
   

  
	
   

  	
  Name:

  	
  Raymond
  Ventura

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


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  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Shayn March

  	
   

  
	
   

  	
  Name:

  	
  Shayn
  March

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Simone Vinocour

  	
   

  
	
   

  	
  Name:

  	
  Simone
  Vinocour

  
	
   

  	
  Title:

  	
  Vice President

  



 


12





















 


	
   

  	
  CITIZENS BANK OF MASSACHUSETTS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel G. Eastman

  	
   

  
	
   

  	
  Name:

  	
  Daniel
  G. Eastman

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


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  UBS LOAN FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Wilfred V. Saint

  	
   

  
	
   

  	
  Name:

  	
  Wilfred
  V. Saint

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard L. Tavrow

  	
   

  
	
   

  	
  Name:

  	
  Richard
  L. Tavrow

  
	
   

  	
  Title:

  	
  Director

  



 


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  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Martin Ollinger

  	
   

  
	
   

  	
  Name:

  	
  Martin
  Ollinger

  
	
   

  	
  Title:

  	
  Vice President

  



 


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  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ashish S. Bhagwat

  	
   

  
	
   

  	
  Name:

  	
  Ashish
  S. Bhagwat

  
	
   

  	
  Title:

  	
  Vice President

  



 


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