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
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”).
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”).
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.
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.
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”).
