Section 12.6 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
Section 12.6. The first sentence of Section 12.6 of the Merger Agreement is hereby deleted and replaced in its entirety with the following: Except for the Confidentiality Agreement and that certain Confidentiality Agreement, dated July 8, 2011, between the Company and Advent International Corporation as amended by that certain Addendum to Confidentiality Agreement, dated August 19, 2011 (together with the Confidentiality Agreement, the Sponsor Confidentiality Agreements), which the parties hereto agree shall terminate and be of no further force and effect as of the Closing, this Agreement, the Written Consent, the Indemnity Escrow Agreement, the Limited Guarantees and, with respect to the Management Indemnitors, the Rollover Documentation constitute the entire agreement between the parties, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof.