**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 HealthIncorporated, a Delaware corporation (the “Company”), and each of thePurchasers named in Schedule A thereto pursuant to which the Companyissued $150,000,000 aggregate principal amount of its 4.60% Senior Notes due2008 (the “Notes”).  You are referred toherein individually as a “Holder” and collectively as the “Holders.”  Capitalized terms used and not otherwisedefined 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 addadditional restrictions to Section 10.1(a) (Consolidated Total Debtto EBITDA).  The Holders have agreed tomodify the Note Agreement on the terms and conditions set forth herein.

 

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

 

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**1.             AMENDMENTS TO NOTE AGREEMENT**

** **

1.1.          Amendment of Section 10.1.  Section 10.1 of the Note Agreement isamended to read in its entirety as follows:

 

“**10.1.     Certain Financial Conditions.**

 

(a)   *Consolidated Total Debt to EBITDA*

 

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

 

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

 

(b)   *Fixed Charges Coverage*– The Company will not permit theratio of EBITDA to Fixed Charges for any four consecutive Fiscal Quarters to beless than 1.50 to 1.00.”

 

1.2.          Amendment of Section 10.2.  Section 10.2(a) of the NoteAgreement is amended to read in its entirety as follows:

 

“(a)         The Company will not at any time permitthe aggregate amount of Indebtedness (other than Indebtedness owing to theCompany or a Wholly-Owned Subsidiary) of all Subsidiaries, other than IMS JapanKK and IMS AG, to exceed $50,000,000; provided, however, that IMS Japan KK andIMS AG, collectively, may incur Indebtedness solely for the purposes of repatriatingundistributed earnings in an aggregate amount not to exceed $500,000,000.”

 

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

 

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

 

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

 

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

 

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

 

**2.             REAFFIRMATION; AUTHORIZATION**

** **

2.1.          Reaffirmation ofNote Agreement.  The Companyreaffirms its agreement to comply with each of the covenants, agreements andother provisions of the Note Agreement and the Notes, including the amendmentsof such provisions effected by this First Amendment (the “Amendment”).

 

2.2.          No Default orEvent of Default.  There currentlyexists, and after giving effect to this Amendment there will exist, no Defaultor Event of Default.

 

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

 

**3.             EFFECTIVE DATE**

** **

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

 

3.1           Consentof Holders to Amendment.  Executionby the Holders of a majority of the aggregate principal amount of the Notesoutstanding and receipt by the Holders of a counterpart of this Amendment dulyexecuted by the Company.

 

3.2           AmendmentFee.  Each Holder shall have receivedpayment of an amendment fee equal to 0.05% of the principal amount of theoutstanding Notes held by such Holder.

 

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**4.             MISCELLANEOUS**

** **

4.1.          Ratification.  The Note Agreement, as amended hereby, shallremain in full force and effect and is ratified, approved and confirmed in allrespects.

 

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

 

4.3.          Binding Effect.  This Amendment shall be binding upon andinure to the benefit of the respective successors and assigns of the partieshereto.

 

4.4.          Governing Law.  This Amendment shall be governed by andconstrued in accordance with New York law, excluding choice-of-law principlesof the law of such State that would require the application of the laws of ajurisdiction other than such State.

 

4.5.          Counterparts.  This Amendment may be executed in any numberof counterparts, each executed counterpart constituting an original, but altogetheronly one instrument.

 

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**IN WITNESS WHEREOF**, the Companyand the Holders have caused this Amendment to be executed and delivered bytheir respective officer or officers thereunto duly authorized.

 

 
|   | IMS HEALTH INCORPORATED |
|--------|-------------------------|
|   |                    |   |
|   |                    |   |
|   | By:                     | /s/ Jeffrey Ford |   |
|   | Name:                   | Jeffrey Ford |   |
|   | Title:                  | VP & Treasurer |   |
|        |                         |  |  |  |  |

 

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HOLDERS:

 

The foregoing is agreed

to as of the date thereof.

 

 

METROPOLITAN LIFE INSURANCECOMPANY

 

 
| By:    | /s/ Timothy L. Powell |   |
|--------|-----------------------|--------|
| Name:  | Timothy L. Powell     |   |
| Title: |   Director  |   |
|        |                       |        |  |  |

 

 

METLIFE INVESTORSINSURANCE COMPANY

 

 
| By:    | /s/ Timothy L. Powell |   |
|--------|-----------------------|--------|
| Name:  | Timothy L. Powell     |   |
| Title: |   Director  |   |
|        |                       |        |  |  |

 

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NEW YORK LIFE INSURANCE COMPANY

 

 
| By:    | /s/ R. Edward Ferguson     |   |
|--------|----------------------------|--------|
| Name:  | R. Edward Ferguson         |   |
| Title: |   Vice President |   |
|        |                            |        |  |  |

 

 

NEW YORK LIFE INSURANCEAND ANNUITYCORPORATION

 

 
| By:    | /s/ R. Edward Ferguson |   |
|--------|------------------------|--------|
| Name:  | R. Edward Ferguson     |   |
| Title: | Managing Director      |   |
|        |                        |        |  |  |

 

 

NEW YORK LIFE INSURANCEAND ANNUITYCORPORATION INSTITUTIONALLY OWNED LIFEINSURANCE SEPARATE ACCOUNT

 

 
| By:    | /s/ R. Edward Ferguson |   |
|--------|------------------------|--------|
| Name:  | R. Edward Ferguson     |   |
| Title: | Managing Director      |   |
|        |                        |        |  |  |

 

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SUNAMERICA LIFE INSURANCE COMPANY

FIRST SUNAMERICA LIFE INSURANCE COMPANY

AIG SUNAMERICA LIFEASSURANCE COMPANY NON-UNIONIZED

 

 

BY:        AIG Global Investment Corp.,investment advisor

 

 
| By:    | /s/ Peter DeFazio          |   |
|--------|----------------------------|--------|
| Name:  | Peter DeFazio              |   |
| Title: |   Vice President |   |
|        |                            |        |  |  |

 

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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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