$5,000,000 Uses in Article 11 Clause

Article 11 from Amendment to Agreement and Plan of Merger

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, entered into and effective as of April 29, 2012 (this Amendment), is made by and among (i) TransUnion Holding Company, Inc., a Delaware corporation formerly known as Spartan Parent Holdings Inc. (Parent), (ii) Spartan Acquisition Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (Merger Sub), (iii) TransUnion Corp., a Delaware corporation (the Company); (iv) solely in its capacity as Stockholder Representative, MDCPVI TU Holdings, LLC, a Delaware limited liability company; and (v) each of the undersigned parties identified as Limited Guarantors on the signature pages hereto, and amends that certain Agreement and Plan of Merger, dated as of February 17, 2012 (the Merger Agreement), by and among Parent, Merger Sub, the Company and, solely with respect to Article 11 of the Merger Agreement, the Stockholder Representative. Capitalized terms used and not otherwise defined in this Amendment have the meanings

Article 11. Article 11 of the Merger Agreement is hereby deleted and replaced in its entirety with the following: 11.1 Appointment of the Stockholder Representative; Reliance. (a) Upon the execution and delivery of (i) the Written Consent by MDCPVI TU Holdings, LLC and the Required Holders, and (ii) the Rollover Documentation by each Management Indemnitor, MDCPVI TU Holdings, LLC shall automatically be appointed as the Stockholder Representative to act as the agent of the MDP Stockholder, the Other Stockholders and the Management Indemnitors, as applicable, in connection with this Agreement and the Indemnity Escrow Agreement and to take all actions contemplated by this Agreement and the Indemnity Escrow Agreement to be taken by the Stockholder Representative. All such actions shall be deemed to be facts ascertainable outside the Merger Agreement and shall be binding on the MDP Stockholder, the Other Stockholders and the Management Indemnitors as a matter of contract law. In connection with such actions, Parent and Merger Sub shall be entitled to rely conclusively on instructions, notices, writings, decisions and acts of the Stockholder Representative. Such agency shall survive the death, incapacity, bankruptcy, dissolution or liquidation of the MDP Stockholder, any Other Stockholder or any Management Indemnitor, as applicable. All decisions and actions by the Stockholder Representative shall be binding upon the MDP Stockholder, the Other Stockholders and the Management Indemnitors and none of the MDP Stockholder, the Other Stockholders or the Management Indemnitors shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative shall have no duties or obligations hereunder except those set forth herein and such duties and obligations shall be determined solely by the express provisions of this Agreement. (b) Without limiting the generality of the foregoing, upon the execution and delivery of the Written Consent by MDCPVI TU Holdings, LLC and the Required Holders, the Stockholder Representative is hereby granted the full power and authority: (i) to execute and deliver, on behalf of the MDP Stockholder, the Other Stockholders and the Management Indemnitors, and to accept delivery of, on behalf of the MDP Stockholder, the Other Stockholders and the Management Indemnitors, such documents as the Stockholder Representative determines, in its sole discretion, to be appropriate to consummate this Agreement, including the Indemnity Escrow Agreement; (ii) to do each and every act, implement any decision and exercise any and all rights which the MDP Stockholder, the Other Stockholders or the Management Indemnitors are permitted or required to do or exercise under this Agreement and the Indemnity Escrow Agreement; (iii) to (x) negotiate and compromise, on behalf of the MDP Stockholder, the Other Stockholders or the Management Indemnitors, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement and the Indemnity Escrow Agreement, and (y) execute, on behalf of the MDP Stockholder, the Other Stockholders or the Management Indemnitors, any settlement agreement, release or other document with respect to such dispute or remedy; (iv) to enforce, on behalf of the Stockholders, any claim against Parent or Merger Sub arising under this Agreement or the Indemnity Escrow Agreement; (v) to engage attorneys, accountants and agents at the expense of the MDP Stockholder, the Other Stockholders or the Management Indemnitors; (vi) to give such instructions and to take such action or refrain from taking such action, on behalf of the MDP Stockholder, the Other Stockholders or the Management Indemnitors, as the Stockholder Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions of this Agreement and the Indemnity Escrow Agreement; (vii) to communicate to, and receive all communications and notices from, Parent, Merger Sub, the Surviving Corporation and their respective affiliates and Representatives; (viii) to execute and deliver on behalf of the MDP Stockholder, the Other Stockholders or the Management Indemnitors any amendment or waiver hereto or with respect to the Indemnity Escrow Agreement; (ix) to authorize release to the Parent Indemnitees of any funds and property in its possession or in the possession of the Indemnity Escrow Agent in satisfaction of claims by the Parent Indemnitees or to object to such release; and (x) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all actions that the Stockholder Representative, in its sole discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the Inde