Section 6.8 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 6.8. Section 6.8 of the Merger Agreement is hereby deleted and replaced in its entirety with the following: 6.8 Intercompany Accounts. All intercompany accounts between the Company or its subsidiaries, on the one hand, and the Stockholders or their affiliates, on the other hand, as of the Closing shall be settled (irrespective of the terms of payment of such intercompany accounts) in the manner provided in this Section 6.8, other than, in each case, any such intercompany accounts with portfolio companies or similarly-held investments of the Stockholders and their affiliates that constitute ordinary course business dealings with the Company or its subsidiaries. At least five (5) Business Days prior to the Closing, the Company shall prepare and deliver to Parent a statement setting out in reasonable detail the calculation of all such intercompany account balances based upon the latest available financial information as of such date and, to the extent requested by Parent, provide Parent with supporting documentation to verify the underlying intercompany charges and transactions. All such intercompany account balances shall be paid in full in cash prior to the Closing (and, to the extent that any such amounts owed by the Company or any of its subsidiaries to any Stockholder or any affiliate thereof are not paid on or prior to Closing, all such unpaid amounts shall be deemed cancelled effective as of the Closing). In addition, except with respect to certain provisions of that certain Amended and Restated Stock Purchase Agreement, dated as of June 15, 2010 (as amended), by and among the Company, certain stockholders named therein and the MDP Stockholder, which shall survive the Closing, all other Contracts between or among any Stockholder or any of their respective affiliates, on the one hand, and the Company or any of its subsidiaries, on the other hand, shall be hereby deemed terminated as of the Closing Date. Notwithstanding any provision in this Section 6.8 to the contrary, this Section 6.8 shall not apply to accounts or Contracts arising in the ordinary course of the Companys or the counterpartys business as a result of any arms length customer, user, supplier or similar relationship.