**Exhibit 10.1**

 

**FIRST AMENDMENT TOAMENDED AND RESTATEDCREDIT AGREEMENT**

 

**THIS FIRST AMENDMENT TO THEAMENDED AND RESTATED CREDIT AGREEMENT**(the “FirstAmendment”), dated as of June     , 2005, is to thatcertain Amended and Restated Credit Agreement dated as of March 9, 2005 (asamended, restated, supplemented and modified from time to time, the “CreditAgreement”; terms used but not otherwise defined herein shall have themeanings provided in the Credit Agreement), by and among **IMS HEALTHINCORPORATED**, a Delaware corporation (the “Company”), **IMS AG**, a Swiss corporation (the “Swiss Borrower”), **IMS JAPAN K.K.**, a Japanese corporation (the “JapaneseBorrower”; and together with the Company and the Swiss Borrower, each a “Borrower”and collectively, the “Borrowers”), the several banks and otherfinancial institutions identified therein (the “Lenders”) and **WACHOVIA BANK, NATIONAL ASSOCIATION**, as administrative agentfor the Lenders thereunder (in such capacity, the “Agent”).

 

**W I T N E S S E T H:**

 

**WHEREAS**, theLenders have established a credit facility for the benefit of the Borrowerspursuant to the terms of the Credit Agreement;

 

**WHEREAS**, theBorrowers have requested that the Lenders amend certain provisions of theCredit Agreement by making certain modifications thereto; and

 

**WHEREAS**, theLenders have agreed to the requested amendments to the Credit Agreement on theterms and conditions hereinafter set forth;

 

**NOW, THEREFORE, IN CONSIDERATION**of the premises and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree asfollows:

 

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

 

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

 

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

 

2.                                       Section4.3(b) of the Credit Agreement is herebydeleted in its entirety and replaced with the following:

 

(b)                                 any Extension of Credit to any ForeignBorrower is subject to the receipt by the Administrative Agent, prior to suchExtension of Credit, of a certificate executed by a Responsible Officer of theCompany dated as of the date of such Extension of Credit stating that, aftergiving effect to such Extension of Credit, the Company and the ForeignBorrowers would be in compliance with the requirements set forth in Section6.7, which certificate shall include a detailed listing of any Indebtednessincurred by the Foreign Borrowers since the Closing Date (other than anyintercompany Indebtedness or any Extensions of Credit

 

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

 

3.                                       Section6.7 of the Credit Agreement is herebydeleted in its entirety and replaced with the following:

 

NoSubsidiary, other than the Foreign Borrowers, will create, incur, assume, orsuffer to exist any Indebtedness (other than intercompany Indebtedness) that,when totaled with all other Indebtedness of the Subsidiaries, other than theForeign Borrowers, is in excess of $50,000,000; provided, that theJapanese Borrower and the Swiss Borrower, collectively, may not incurIndebtedness (other than intercompany Indebtedness) in an aggregate amount inexcess of $500,000,000 (including any Extensions of Credit incurred by theForeign Borrowers hereunder).

 

B.                                     Effectof Amendment.  Except as modifiedhereby, all of the terms and provisions of the Credit Agreement (including theSchedules and Exhibits) and the other Credit Documents remain in full force andeffect.

 

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

 

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

 

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

 

(c)                                  No Default or Event of Default existson and as of the date hereof and after giving effect to the amendmentscontained herein.

 

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

 

E.                                      Counterparts.  This First Amendment may be executed in anynumber of counterparts, each of which when so executed and delivered shall bedeemed an original and it shall not be necessary in making proof of this FirstAmendment 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 allpurposes shall be construed in accordance with the laws of the State of NewYork.

 

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**INWITNESS WHEREOF**, eachof the parties hereto has caused a counterpart of this First Amendment to beduly 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           |
|            |                               |                    |  |  |

 

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| **LENDERS:** |                                     |              |
|--------------|------------------------------------------|-------------------|
|         |                                     |              |
| ** **   | **WACHOVIA BANK, NATIONAL ASSOCIATION,** |
|         | as Lender                                |
|         |                                     |              |
|         | By:                                      | /s/  Robert Sevin |   |
|         | Name:                                    | Robert  Sevin     |
|         | Title:                                   | Director          |
|              |                                          |                   |  |  |

 

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| ** ** | **BARCLAYS BANK PLC** |
|------------|-----------------------|
|       |                  |
|       |                  |
|       | By:                   | /s/  Nicholas Bell |   |
|       | Name:                 | Nicholas  Bell |
|       | Title:                | Director |

 

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| ** ** | **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 |

 

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| ** ** | **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 |

 

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| ** ** | **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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