IMS HEALTH HOLDINGS, INC. [—] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 24th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • New York
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.
IMS HEALTH HOLDINGS, INC. 20,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 11th, 2015 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • New York
The stockholders of IMS Health Holdings, Inc., a Delaware corporation (the “Company”) named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), an aggregate of 20,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Shares”). The Common Stock, par value $0.01 per share, of the Company is referred to herein as the “Stock”.
INDENTURE Dated as of March 30, 2015 Among IMS Health Incorporated, as Issuer, the Guarantors party hereto, Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch, as Paying Agent And Deutsche Bank Luxembourg S.A., as Registrar...Indenture • May 15th, 2015 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of [ ], among [ ] (the “Guaranteeing Subsidiary”), a subsidiary of IMS Health Incorporated a Delaware corporation (the “Company”), and Deutsche Trustee Company Limited, as trustee (the “Trustee”).
ContractSupplemental 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”).
VOTING AGREEMENTVoting Agreement • May 3rd, 2016 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • Delaware
This VOTING AGREEMENT, dated as of May 3, 2016 (this “Agreement”), among IMS Health Holdings, Inc., a Delaware corporation (“IMS Health”), and the shareholders of Quintiles Transnational Holdings Inc., a North Carolina corporation (“Quintiles”), listed on Schedule A hereto (each, a “Quintiles Shareholder” and, collectively, the “Quintiles Shareholders”).
IMS HEALTH HOLDINGS, INC. Performance Share Award AgreementPerformance Share Award Agreement • February 10th, 2015 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • Delaware
Pursuant to the IMS Health Holdings, Inc. 2014 Incentive and Stock Award Plan (as amended from time to time, the “Plan”), IMS Health Holdings, Inc. (the “Company”) has granted to the Participant named above, on the grant date listed on Exhibit A attached hereto (the “Grant Date”), an award (the “Award”) of performance shares (the “Performance Shares”) providing an opportunity to earn shares of Stock if designated performance goals are achieved at target levels, an opportunity to earn 50% of such target number of shares if designated performance goals are achieved at threshold levels and an opportunity to earn 200% of the target number of shares if designated performance goals are achieved at or above the maximum levels, subject in all cases to vesting and other terms and conditions set forth in this Performance Share Agreement (the “Agreement”). For the avoidance of doubt, the total number of Performance Shares subject to the Award and the performance goals set forth herein are subject
AGREEMENT AND PLAN OF MERGER by and between IMS HEALTH HOLDINGS, INC. and QUINTILES TRANSNATIONAL HOLDINGS INC. Dated as of May 3, 2016Merger Agreement • May 5th, 2016 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 3, 2016, by and between IMS Health Holdings, Inc., a Delaware corporation (“IMS Health”), and Quintiles Transnational Holdings Inc., a North Carolina corporation (“Quintiles”).
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 • February 13th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • 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 (
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 24th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation
This Indemnification Agreement (“Agreement”) is made and entered into as of [ ], by and among IMS Health Holdings, Inc., a Delaware corporation (the “Company”), Healthcare Technology Intermediate, Inc., a Delaware corporation, Healthcare Technology Intermediate Holdings, Inc., a Delaware corporation (together with Healthcare Technology Intermediate, Inc., the “Intermediate Holdcos”), IMS Health Incorporated, a Delaware corporation (“Opco”, and together with the Company and the Intermediate Holdcos, the “IMS Companies” and each an “IMS Company”), and [ ] (“Indemnitee”).
IMS HEALTH 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 IN THE IMS...Restricted Stock Unit Award Agreement • March 10th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation
Agreement made this 12th day of February, 2014 (the “Grant Date”), between IMS Health Holdings, Inc., a Delaware corporation (the “Company”), and Ari Bousbib (the “Participant”).
IMS HEALTH HOLDINGS, INC. Stock Appreciation Rights AgreementStock Appreciation Rights Agreement • February 10th, 2015 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • Delaware
Pursuant to the IMS Health Holdings, Inc. 2014 Incentive and Stock Award Plan (as amended from time to time, the “Plan”), IMS Health Holdings, Inc. (the “Company”) has granted to the Participant named above, on the grant date listed on Exhibit A hereto (the “Grant Date”), Stock Appreciation Rights (the “SARs”) that may be exercised with respect to all or a portion of the number of whole shares of Stock set forth on Exhibit A hereto, subject to the terms and conditions set forth in this Stock Appreciation Rights Agreement (the “Agreement”) and in the Plan. Subject to earlier termination as provided for herein and in the Plan, the latest date on which the SARs may be exercised is the expiration date specified on Exhibit A hereto (the “Expiration Date”). For the avoidance of doubt, the total number of shares of Stock underlying the SARs is subject to adjustment pursuant to Section 10 of the Plan. For purposes of this Agreement, “Employer” shall mean the affiliate or subsidiary that employ
Stock Appreciation Rights AgreementStock Appreciation Rights Agreement • February 19th, 2016 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • Delaware
Pursuant to the IMS Health Holdings, Inc. 2014 Incentive and Stock Award Plan (as amended from time to time, the “Plan”), IMS Health Holdings, Inc. (the “Company”) has granted to the Participant named above, on the grant date listed on Exhibit A hereto (the “Grant Date”), Stock Appreciation Rights (the “SARs”) that may be exercised with respect to all or a portion of the number of whole shares of Stock set forth on Exhibit A hereto, subject to the terms and conditions set forth in this Stock Appreciation Rights Agreement (the “Agreement”) and in the Plan. Subject to earlier termination as provided for herein and in the Plan, the latest date on which the SARs may be exercised is the expiration date specified on Exhibit A hereto (the “Expiration Date”). For the avoidance of doubt, the total number of shares of Stock underlying the SARs is subject to adjustment pursuant to Section 10 of the Plan. For purposes of this Agreement, “Employer” shall mean the affiliate or subsidiary that employ
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
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of March 17, 2014 among HEALTHCARE TECHNOLOGY INTERMEDIATE HOLDINGS, INC., IMS HEALTH INCORPORATED, EACH OF THE GRANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative AgentPledge and Security Agreement • March 24th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of March 17, 2014 (this “Agreement”), among Healthcare Technology Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), IMS Health Incorporated, a Delaware corporation (“Parent Borrower”), and each of the subsidiaries of Parent Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and Bank of America, N.A., as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Administrative Agent”).
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT BY AND AMONG TPG PARTNERS V, L.P. TPG FOF V-A, L.P. TPG FOF V-B, L.P. TPG PARTNERS VI, L.P. TPG FOF VI SPV, L.P. TPG BIOTECHNOLOGY PARTNERS III, L.P. TPG ICEBERG CO-INVEST LLC CPP INVESTMENT BOARD PRIVATE...Shareholders Agreement • March 24th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [—], 2014, is made by and among TPG, CPPIB and LGP (each as defined herein) (collectively, the “Sponsors”) and IMS Health Holdings, Inc. (the “Company”).
IMS HEALTH HOLDINGS, INC. Amendment No. 1 to Stock Appreciation Rights AgreementStock Appreciation Rights Agreement • February 19th, 2016 • IMS Health Holdings, Inc. • Services-computer processing & data preparation
This Amendment No. 1 to Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. (the “Company”) and Ari Bousbib (“Participant”) is entered into as of this 31st day of December, 2015.
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.
IMS HEALTH HOLDINGS, INC. Amendment No. 1 to Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 19th, 2016 • IMS Health Holdings, Inc. • Services-computer processing & data preparation
This Amendment No. 1 to Restricted Stock Unit Award Agreement between IMS Health Holdings, Inc. (the “Company”) and Ari Bousbib ("Participant") is entered into as of this 31st day of December, 2015.
ContractShareholders Agreement • April 9th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of April 9, 2014, is made by and among TPG, CPPIB and LGP (each as defined herein) (collectively, the “Sponsors”) and IMS Health Holdings, Inc. (the “Company”).
AMENDMENT TO REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENTRegistration and Preemptive Rights Agreement • April 9th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation
This AMENDMENT TO REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENT (this “Amendment”) is entered into as of April 9, 2014, by and among IMS Health Holdings, Inc. (formerly Healthcare Technology Holdings, Inc., the “Company”) and certain stockholders of the Company (the “Stockholders”). This Amendment amends that certain Registration and Preemptive Rights Agreement, dated as of February 26, 2010 (the “Registration Rights Agreement”), by and among the Company and the Stockholders. Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Registration Rights Agreement.
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).
IMS HEALTH HOLDINGS, INC. Restricted Stock AgreementRestricted Stock Agreement • February 19th, 2016 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • Delaware
Pursuant to the IMS Health Holdings, Inc. 2014 Incentive and Stock Award Plan (as amended from time to time, the “Plan”), IMS Health Holdings, Inc. (the “Company”) has granted to the Participant named above, on the grant date set forth above (the “Grant Date”), an award (the “Award”) of 923,962 shares of restricted stock (the “Restricted Stock”) under Section 6(d) of the Plan, subject in all cases to vesting and other terms and conditions set forth in this Restricted Stock Agreement (the “Agreement”). For the avoidance of doubt, the total number of shares of Restricted Stock subject to the Award are subject to adjustment pursuant to Section 10 of the Plan. A condition of the issuance of the Restricted Stock is that Participant remain employed from October 27, 2015 through December 31, 2015, which services are deemed to have a value not less than the aggregate par value of the Restricted Stock.
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 24th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • New York
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of March 17, 2014 (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 Participating Lender (as defined below) and each New Lender (as defined below) party hereto.
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
dated as of March 17, 2014 among HEALTHCARE TECHNOLOGY INTERMEDIATE HOLDINGS, INC., as Holdings, IMS HEALTH INCORPORATED, as Parent Borrower THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, and BANK OF AMERICA, N.A., as Administrative Agentu.s. Guaranty • March 24th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • New York
This U.S. GUARANTY, dated as of March 17, 2014, is among HEALTHCARE TECHNOLOGY INTERMEDIATE HOLDNGS, INC., a Delaware corporation (“Holdings”), IMS HEALTH INCORPORATED, a Delaware corporation (the “Parent Borrower”), and the other Guarantors set forth on Schedule I hereto and BANK OF AMERICA, N.A., as Administrative Agent.
AMENDMENT TO REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENTRegistration and Preemptive Rights Agreement • March 24th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation
This AMENDMENT TO REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENT (this “Amendment”) is entered into as of [ ], 2014, by and among IMS Health Holdings, Inc. (formerly Healthcare Technology Holdings, Inc., the “Company”) and certain stockholders of the Company (the “Stockholders”). This Amendment amends that certain Registration and Preemptive Rights Agreement, dated as of February 26, 2010 (the “Registration Rights Agreement”), by and among the Company and the Stockholders. Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Registration Rights Agreement.
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”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 24th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • New York
This Management Services Agreement (the “Agreement”) is entered into as of February 26, 2010 by and among Healthcare Technology Acquisition, Inc., a Delaware corporation (“Merger Sub”), Healthcare Technology Intermediate, Inc. (“Intermediate”), Healthcare Technology Intermediate Holdings, Inc. (together with Intermediate, “Intermediate Holdings”), Healthcare Technology Holdings, Inc., a Delaware corporation (“Parent”, and together with Merger Sub and Intermediate Holdings, the “Companies”), TPG Capital, L.P. (“TPG”), TPG Growth, LLC (“TPG Growth”), CPP Investment Board Private Holdings Inc. (“CPPIB”) and Leonard Green & Partners, L.P. (“LGP” and, together with TPG, TPG Growth and CPPIB, the “Managers”).
PUT OPTION AGREEMENT dated as of June 24, 2014 between IMS HEALTH INCORPORATED and CEGEDIM SAPut Option Agreement • July 30th, 2014 • IMS Health Holdings, Inc. • Services-computer processing & data preparation
This Master Acquisition Agreement (together with the Exhibits and Schedules attached hereto, this “Agreement”) is made as of the [•] day of [•], 2014, between IMS HEALTH INCORPORATED, a corporation organized under the Laws of Delaware having its registered office located 83 Wooster Heights Road, Danbury, Connecticut 060810, USA, registered with EIN number 06-1506026 (the “Purchaser”), and Cegedim SA, a société anonyme organized under the Laws of France, having its registered office located 127/137 rue d’Aguesseau, registered with the Registry of Commerce of Nanterre under number 350422622 (the “Seller”). Purchaser and Seller are referred to herein individually as “Party” or collectively as “Parties”.
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”).
INCREMENTAL AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • January 21st, 2016 • IMS Health Holdings, Inc. • Services-computer processing & data preparation • New York
INCREMENTAL AMENDMENT NO. 2, dated as of January 15, 2016 (this “Amendment”), to the Third Amended and Restated Credit Agreement, dated as of March 17, 2014 (as amended by that certain Incremental Amendment No. 1 thereto, dated as of May 11, 2015, and as further amended, restated, supplemented or otherwise modified prior to the date hereof), among IMS Health Incorporated, a Delaware corporation (the “Parent Borrower”), Healthcare Technology Intermediate Holdings, Inc., a Delaware corporation, IMS AG, a Swiss corporation and a subsidiary of the Parent Borrower (the “Swiss Subsidiary Borrower”), IMS Japan K.K., a Japanese stock corporation (kabushiki kaisha) and a subsidiary of the Parent Borrower (the “Japanese Subsidiary Borrower” and together with the Parent Borrower and the Swiss Subsidiary Borrower, each a “Borrower” and collectively, the “Borrowers”), Bank of America, N.A., as administrative agent and as collateral agent (in such capacity, including any successor thereto, the “Admi
