Indemnity Escrow Agreement 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
Indemnity Escrow Agreement. means that certain escrow agreement, in substantially the form attached hereto as Exhibit H (with such changes thereto as may be agreed by the Parent and Stockholder Representative), to be entered into as of the Closing Date by and among Parent, the Stockholder Representative, on behalf of the Other Stockholders, and the Indemnity Escrow Agent.