Exhibit 4.1


 


EXECUTION COPY


 


IMS HEALTH INCORPORATED


 


FIRST AMENDMENT


TO NOTE PURCHASE AGREEMENT


 


$150,000,000 Principal Amount


4.60% Senior Notes due 2008


 


Dated as of August 26, 2005


 


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 (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) and has agreed to add
additional restrictions to Section 10.1(a) (Consolidated Total Debt
to EBITDA).  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 10.1.  Section 10.1 of the Note Agreement is
amended to read in its entirety as follows:


 


“10.1.     Certain Financial Conditions.


 


(a)   Consolidated Total Debt to EBITDA


 


(i)            The Company will not permit
Consolidated Total Debt at any time to exceed 3.25 times EBITDA for the four
consecutive Fiscal Quarters then most recently ended.


 


(ii)           If Consolidated Total Debt at any
time exceeds 2.50 times EBITDA for the four consecutive Fiscal Quarters then
most recently ended, then within 90 days thereafter you and the banks party to the
Credit Agreement (the “Banks”) shall enter into an intercreditor agreement.  Such intercreditor agreement shall be on
terms reasonably satisfactory to you and the Banks and shall provide, among
other things, that following the occurrence of an event of default under this
Agreement or the credit facility, any payment or proceeds received from the Company
or any of its Subsidiaries in respect of any Indebtedness held by you or the
Banks shall be shared on a ratable basis with the other parties to such intercreditor
agreement.  For the avoidance of doubt, a
failure to enter into a satisfactory intercreditor agreement within such 90 day
period shall constitute an Event of Default under Section 11(c) of
the Note Agreement.


 


(b)   Fixed Charges Coverage – The Company will not permit the
ratio of EBITDA to Fixed Charges for any four consecutive Fiscal Quarters to be
less than 1.50 to 1.00.”


 


1.2.          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 solely for the purposes of repatriating
undistributed earnings in an aggregate amount not to exceed $500,000,000.”


 


1.3           Defined Terms.  Schedule B of the Note Agreement is
amended as follows:


 


(a)           The following new definition is added
to Schedule B, in the appropriate alphabetical order:


 


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“Credit Agreement” means
the Amended and Restated Credit Agreement, dated as of March 9, 2005,
among IMS Japan K.K, the Company, IMS AG, the lenders party thereto, Wachovia
Bank, National Association, as administrative agent, as such agreement may be
amended, modified, supplemented, refinanced or replaced from time to time.


 


(b)           Subsection (f) of the
definition of Indebtedness is amended to read in its entirety as follows:


 


“(f)          the net mark-to-market value of all
obligations under Hedging Agreements.”


 


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 First 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).


 


3.             EFFECTIVE DATE


 


This Amendment shall become effective as of the date
set forth above upon the satisfaction of the following conditions:


 


3.1           Consent
of Holders to Amendment.  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.


 


3.2           Amendment
Fee.  Each Holder shall have received
payment of an amendment fee equal to 0.05% of the principal amount of the
outstanding Notes held by such Holder.


 


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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 governed by and
construed in accordance with New York law, excluding choice-of-law principles
of the law of such State that would require the application of the laws of a
jurisdiction other than such State.


 


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/ Jeffrey Ford

  	
   

  
	
   

  	
  Name: 

  	
  Jeffrey Ford

  	
   

  
	
   

  	
  Title:

  	
  VP & Treasurer

  	
   

  
						



 


1





















 


HOLDERS:


 


The foregoing is agreed


to as of the date thereof.


 


 


METROPOLITAN LIFE INSURANCE
COMPANY


 


 


	
  By:

  	
  /s/ Timothy L. Powell

  	
   

  
	
  Name:

  	
  Timothy L. Powell

  	
   

  
	
  Title:

  	
    Director

  	
   

  
					



 


 


METLIFE INVESTORS
INSURANCE COMPANY


 


 


	
  By:

  	
  /s/ Timothy L. Powell

  	
   

  
	
  Name:

  	
  Timothy L. Powell

  	
   

  
	
  Title:

  	
    Director

  	
   

  
					



 


2





















 


NEW YORK LIFE INSURANCE COMPANY


 


 


	
  By:

  	
  /s/ R. Edward Ferguson

  	
   

  
	
  Name:

  	
  R. Edward Ferguson

  	
   

  
	
  Title:

  	
    Vice President

  	
   

  
					



 


 


NEW YORK LIFE INSURANCE
AND ANNUITY

CORPORATION


 


 


	
  By:

  	
  /s/ R. Edward Ferguson

  	
   

  
	
  Name:

  	
  R. Edward Ferguson

  	
   

  
	
  Title:

  	
  Managing Director

  	
   

  
					



 


 


NEW YORK LIFE INSURANCE
AND ANNUITY

CORPORATION INSTITUTIONALLY OWNED LIFE

INSURANCE SEPARATE ACCOUNT


 


 


	
  By:

  	
  /s/ R. Edward Ferguson

  	
   

  
	
  Name:

  	
  R. Edward Ferguson

  	
   

  
	
  Title:

  	
  Managing Director

  	
   

  
					



 


3





















 


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

  	
   

  
					



 


4





















 


THE TRAVELERS INSURANCE COMPANY


 


 


	
  By:

  	
  /s/ Timothy L. Powell

  	
   

  
	
  Name:

  	
  Timothy L. Powell

  	
   

  
	
  Title:

  	
    Director

  	
   

  
					



 


 


THE TRAVELERS LIFE AND ANNUITY COMPANY


 


 


	
  By:

  	
  /s/ Timothy L. Powell

  	
   

  
	
  Name:

  	
  Timothy L. Powell

  	
   

  
	
  Title:

  	
    Director

  	
   

  
					



 


 


PRIMERICA LIFE INSURANCE COMPANY


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


 


NATIONAL BENEFIT LIFE INSURANCE COMPANY


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


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