INDENTURE Dated as of October 24, 2012 Among IMS Health Incorporated, as Issuer, the Guarantors party hereto And Wells Fargo Bank, National Association, as Trustee 6% SENIOR NOTES DUE 2020Indenture • January 2nd, 2014 • IMS Health Holdings, Inc. • New York
INDENTURE, dated as of October 24, 2012, among IMS Health Incorporated, a Delaware corporation, each Guarantor (as defined herein) and Wells Fargo Bank, National Association, a national banking association, as Trustee.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • January 2nd, 2014 • IMS Health Holdings, Inc. • New York
This Second Supplemental Indenture (the “Supplemental Indenture”) is dated as of July 8, 2011 among Med-Vantage, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of IMS Health Incorporated, a Delaware corporation (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”).
ContractFirst Supplemental Indenture • January 2nd, 2014 • IMS Health Holdings, Inc. • New York
This First Supplemental Indenture (this “Supplemental Indenture”), dated as of May 28, 2013, is entered into between Appature Inc. (the “Guaranteeing Subsidiary”), a subsidiary of IMS Health Incorporated, a Delaware corporation (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of October 24, 2012 among IMS HEALTH INCORPORATED, as a Borrower and a Guarantor, IMS AG, as a Borrower, IMS JAPAN K.K., as a Borrower, HEALTHCARE TECHNOLOGY INTERMEDIATE HOLDINGS,...Credit and Guaranty Agreement • January 2nd, 2014 • IMS Health Holdings, Inc. • New York
This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of October 24, 2012, is entered into by and among IMS HEALTH INCORPORATED, a Delaware corporation (“Parent Borrower”), HEALTHCARE TECHNOLOGY INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), IMS AG, a Swiss corporation and a subsidiary of Parent Borrower (“Swiss Subsidiary Borrower”), IMS JAPAN K.K., a Japanese stock corporation (kabushiki kaisha) and a subsidiary of Parent Borrower (“Japanese Subsidiary Borrower”; and together with Parent Borrower and Swiss Subsidiary Borrower, each a “Borrower” and collectively, “Borrowers”), CERTAIN SUBSIDIARIES OF PARENT BORROWER, as Guarantors, the Lenders party hereto from time to time, BANK OF AMERICA, N.A. and GOLDMAN SACHS LENDING PARTNERS LLC (“GSLP”), as Joint Lead Arrangers and Joint Lead Bookrunners, BANK OF AMERICA, N.A., as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (
HEALTHCARE TECHNOLOGY HOLDINGS, INC. THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE MANAGEMENT STOCKHOLDERS...Director Nonstatutory Option Agreement • January 2nd, 2014 • IMS Health Holdings, Inc. • Delaware
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • January 2nd, 2014 • IMS Health Holdings, Inc. • New York
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 6, 2013 (this “Amendment”), among IMS HEALTH INCORPORATED, a Delaware corporation (“Parent Borrower”), IMS AG, a Swiss corporation and a subsidiary of Parent Borrower (“Swiss Subsidiary Borrower”), IMS JAPAN K.K., a Japanese stock corporation (kabushiki kaisha) and a subsidiary of Parent Borrower (“Japanese Subsidiary Borrower”; and together with Parent Borrower and Swiss Subsidiary Borrower, each a “Borrower” and collectively, “Borrowers”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), each Tranche B-1 Dollar Term Lender (as defined below) and each Tranche B-1 Euro Term Lender (as defined below). Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement (as defined below) unless otherwise defined herein.
MANAGEMENT STOCKHOLDERS AGREEMENT by and among Healthcare Technology Holdings, Inc., Healthcare Technology Acquisition, Inc., IMS Health Incorporated and the Investors and Managers Named Herein Dated as of February 26, 2010Management Stockholders Agreement • January 2nd, 2014 • IMS Health Holdings, Inc. • Delaware
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • January 2nd, 2014 • IMS Health Holdings, Inc. • New York
This First Supplemental Indenture (the “Supplemental Indenture”) is dated as of March 14, 2011 among IMS Health Incorporated, a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereto and U.S. Bank National Association, as Trustee (the “Trustee”). Capitalized terms not defined herein shall have the meanings assigned to them in the Indenture (as defined below).
HEALTHCARE TECHNOLOGY HOLDINGS, INC. THIS AWARD AND ANY SECURITIES DELIVERED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE MANAGEMENT STOCKHOLDERS AGREEMENT (AS DEFINED...Restricted Stock Unit Award Agreement • January 2nd, 2014 • IMS Health Holdings, Inc.
Agreement made this [ ] day of [ ] (the “Grant Date”), between Healthcare Technology Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • January 2nd, 2014 • IMS Health Holdings, Inc. • New York
This Fourth Supplemental Indenture (the “Supplemental Indenture”) is dated as of October 24, 2012 among IMS Health Incorporated, a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereto and U.S. Bank National Association, as Trustee (the “Trustee”). Capitalized terms not defined herein shall have the meanings assigned to them in the Indenture (as defined below).
REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENT by and among Healthcare Technology Holdings, Inc., and Certain Stockholders of Healthcare Technology Holdings, Inc. Dated as of February 26, 2010Registration and Preemptive Rights Agreement • January 2nd, 2014 • IMS Health Holdings, Inc. • Delaware
ContractFifth Supplemental Indenture • January 2nd, 2014 • IMS Health Holdings, Inc. • New York
This Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of May 28, 2013, is entered into between Appature Inc., a Washington corporation (the “Guaranteeing Subsidiary”), a subsidiary of IMS Health Incorporated (formerly known as Healthcare Technology Acquisition, Inc.), a Delaware corporation (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”).
ContractSupplemental Indenture • January 2nd, 2014 • IMS Health Holdings, Inc. • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of May 28, 2013, between Appature Inc., a Washington corporation (the “Guaranteeing Subsidiary”), a subsidiary of IMS Health Incorporated, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • January 2nd, 2014 • IMS Health Holdings, Inc. • New York
This Third Supplemental Indenture (the “Supplemental Indenture”), is dated as of September 28, 2012, among TTC Acquisition Corporation and The Tar Heel Trading Company, LLC (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of IMS Health Incorporated, a Delaware corporation (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”).
HEALTHCARE TECHNOLOGY HOLDINGS, INC. THIS AWARD AND ANY SECURITIES DELIVERED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE MANAGEMENT STOCKHOLDERS AGREEMENT (AS DEFINED...Restricted Stock Unit Award Agreement • January 2nd, 2014 • IMS Health Holdings, Inc. • Delaware
Agreement made this [ ] day of [ ] (the “Grant Date”), between Healthcare Technology Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
